Hinduja Global : Amalgamation/Merger

	February 17, 2022
BSE Limited	National Stock Exchange of India Limited
Corporate Relation Dept.	"Exchange Plaza",
P. J. Towers, Dalal Street	Bandra Kurla Complex, Bandra (E)
Mumbai - 400 001	Mumbai - 400 051
Scrip Code: 532859	Symbol: HGS
Dear Sir/ Madam,

Sub: Outcome of the Board Meeting held on February 17, 2022

This is in continuation to our letter dated January 14, 2022 intimating that the Board at its meeting held on January 14, 2022 has accorded it's in principle approval to acquire digital business of NXTDIGITAL Limited ('NDL'), a related party, through issuance of shares.

We have to inform you that the Audit Committee and the Board of Directors of Hinduja Global Solutions Limited ('HGSL' or 'the Company') at their meetings held today reviewed, inter-alia, the valuation report / equity share entitlement ratio. In view of the above and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to submit as under:-

Sl.	Particulars	Remarks
No.
a.	Name of the entity/entities forming	NXTDigital Limited ('NDL')
	part of the merger, details in brief
	such as, size, turnover etc.	NDL, the media and communications company is
		India's premier integrated Digital Delivery
		Platforms Company.
		Turnover of NDL (Consolidated)
		• FY ended 31-Mar-2021: Rs. 1,008.45 crore
		• 9 months ended 31-Dec-2021: Rs. 807.63
		crore
		Through scheme of arrangement, 'Digital, Media
		and Communications Undertaking' of NDL is
		proposed to be merged with HGSL subject to
		shareholders and other requisite approvals
		including approval of NCLT.
		Hinduja Global Solutions Limited ('HGSL')
		A global leader in optimizing the customer
		experience lifecycle, digital transformation, and
		business process management, HGS is helping its
		clients become more competitive every day. HGS
		combines automation, analytics, and artificial
		intelligence with deep domain expertise focusing

		on digital customer experiences, back-office
		processing, contact centers, and HRO solutions.
		Turnover of HGSL (Consolidated)
		• FY ended 31-Mar-2021: Rs.	5,670.49 crore
		• 9 months ended 31-Dec-2021: Rs. 4,881.52
		crore
b.	Whether the transaction would fall	Yes. The transactions fall within related party
	within related party transactions? If	transactions and the same is done at arms length.
	yes, whether the same is done at
	"arms length"
c.	Area of business of the entity/entities	NDL
		NDL, the media and communications company is
		India's premier integrated Digital Delivery
		Platforms Company - delivering services via
		satellite, digital cable and broadband. With a pan-
		India reach, NXTDIGITAL delivers television
		services through a dual delivery platform
		consisting of digital cable and the country's only
		Headend-In-The-Sky (HITS) satellite platform,
		under the brand names INDigital and NXTDIGITAL
		respectively. NDL's Digital	Cable television
		platform delivers 750+ channels across 100+ cities
		and towns whilst the HITS service is available in
		more in over 1500 cities and towns covering more
		than 4500 Pin Codes- with a significant presence
		in the fastest-growing demographics of semi-
		urban, semi-rural and rural India. NDL is well
		established nationally through a franchisee base of
		nearly 10,000 Last Mile Owners; delivering digital
		services to millions of customers across the length
		and breadth of the country.
		HGSL
		A global leader in optimizing the customer
		experience lifecycle, digital transformation, and
		business process management, HGS is helping its
		clients become more competitive every day. HGS
		combines automation, analytics, and artificial
		intelligence with deep domain expertise focusing
		on digital customer experiences, back-office
		processing, contact centers, and HRO solutions.
		Part of the multi-billion-dollar conglomerate
		Hinduja Group, HGS takes a "globally local"
		approach. Post the Healthcare divestment, HGS
		has over 19,100 employees across 34 delivery
		centers in six countries, making a difference to
		some of the world's leading brands across
		verticals.

d.	Rationale for merger	NDL has grown into one of India's largest
		integrated digital, media and communications
		companies. In 2020 as a step towards
		consolidation of media and communications
		business, the digital, media and communications
		business was transferred by Indusind Media and
		Communications Limited (a Hinduja Group
		Company), to NDL pursuant to scheme of
		arrangement approved by National Company Law
		Tribunal.
		Recognizing the growth potential of the 'Digital
		(Media, Communication & Broadband) business
		including HITS platform & licenses' to evolve and
		grow the digital market, HGSL is proposing to
		acquire 'Digital, Media and Communications
		Business Undertaking' of NDL through Scheme of
		Arrangement with the Company. With the
		Company's strategy focusing on delivering value
		through deep B2B and B2C domain expertise in
		Telecom, Media and Technology (TMT) vertical,
		this merger will help HGSL leverage its experience,
		talent, expertise and credentials to grow faster and
		expand further.
e.	In case of cash consideration -	20 : 63
	amount or otherwise share exchange	Twenty (20 Only) Equity Shares of HGSL of
	ratio	Rs. 10/- each fully paid up (i.e. Post issue of bonus
		equity shares by HGSL) for every Sixty Three (63
		Only) Equity Shares of NDL of Rs. 10/- each fully
		paid up.
f.	Brief details of change in	As on December 31, 2021, the Share Capital of
	shareholding pattern (if any) of listed	HGSL is Rs. 20.90 crores (i.e. 2,08,97,566 equity
	entity	shares of Rs. 10 each).
		On completion of 1:1 Bonus issue of equity shares
		as approved by the Shareholders on February 11,
		2022, the equity share capital of HGSL would be
		Rs. 41.80 crores (i.e. 4,17,95,132 equity shares of
		Rs. 10 each).
		Upon the Scheme of Arrangement becoming
		effective and in consideration of transfer and
		vesting of 'Digital, Media and Communications
		Business Undertaking' of NDL with the Company,
		HGSL shall issue and allot 1,06,89,403 equity
		shares having face value of Rs. 10 each, credited
		as fully paid-up, to the Shareholders of NDL,
		holding fully paid up equity shares having face
		value of Rs. 10 each, based on the Registered
		Valuer's Report/ Share Entitlement Ratio Report of
		SSPA & Co., Chartered Accountants and KPMG

Valuation Services LLP (based on post-bonus equity share capital of HGSL). Consequently, the Equity Share Capital of HGSL would be Rs.52.48 crores.

We also enclose herewith the Press Release being issued in this regard.

The said Board meeting has concluded at 9.15 P.M.

You are requested to kindly take the above information on record.

For Hinduja Global Solutions Limited

Narendra Singh

Company Secretary

Encl: As above

FOR IMMEDIATE RELEASE

HGS APPROVES SHARE ENTITLEMENT RATIO OF 20:63 FOR ACQUISITION OF

NXTDIGITAL'S DIGITAL, MEDIA & COMMUNICATIONS BUSINESS

• Acquisition of NDL's business undertaking will not entail cash outflow from HGS
• Transaction subject to all applicable regulatory approvals, including NCLT, and shareholder approvals
• HGS' TMT and NDL's digital, media and communication businesses have strong synergies
• Acquisition of NDL's business undertaking opens up a direct-to-consumer practice for HGS in India

Bangalore, India, February 17, 2022: The Board of Directors at Hinduja Global Solutions (HGS) (listed on BSE & NSE) today approved share entitlement ratio of 20:63 for acquisition of NXTDIGITAL Limited (NDL)'s digital, media

• communications business undertaking. HGS will issue 20 Equity Shares of Rs. 10/- each (Post issue of bonus equity shares by HGS) for every 63 Equity Shares of NDL of Rs. 10/- each fully paid up.

The share entitlement ratio was determined by independent valuers KPMG Valuation Services LLP and SSPA & Co., Chartered Accountants, and is based on post-bonus equity share capital of HGS.

The proposed acquisition of NDL's digital, media & communication business undertaking will be an all-stock deal and will not entail cash outflow from HGS. The transaction will be subject to shareholder approval and all applicable regulatory approvals, including NCLT, which is expected to take around 6-8 months. On completion of the transaction, NDL's digital, media and communication business undertaking would operate as a division of HGS.

As at December 31, 2021, HGS' equity share capital was Rs. 20.90 crores. On completion of the 1:1 Bonus, the equity share capital would be Rs. 41.80 crores. Upon the Scheme of Arrangement with NDL becoming effective, the equity share capital of HGS would be Rs. 52.48 crores.

"HGS is evolving into a digital-led customer experience transformation company, with a focus on building deep B2B and B2C domain knowledge in specific industries, especially the Telecom, Media and Technology (TMT) vertical. We believe that HGS' TMT and NDL's digital, media and communication businesses have strong synergies, and we can leverage each other's experience, talent, expertise and credentials to grow faster and expand further, globally and in Asia," said Partha DeSarkar, Executive Director and Group CEO of HGS.

The acquisition of NDL's business opens up a direct-to-consumer practice for HGS in India and provides a huge opportunity for the company to participate in the rapidly growing Digital India initiative. The proposed transaction once completed, will fuel the new digital, media and communication business' expansion plans in the digital space, as it looks to harness analytics and automation to grow its portfolio across video, broadband, OTT and WIFI services.

About Hinduja Global Solutions (HGS):

A global leader in optimizing the customer experience lifecycle, digital transformation, and business process management, HGS is helping its clients become more competitive every day. HGS combines automation, analytics, and artificial intelligence with deep domain expertise focusing on digital customer experiences, back-office