Hinduja Global : Resignation

	December 19, 2022
BSE Limited	National Stock Exchange of India Ltd.
Corporate Relation Dept.
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 Meeting of the Board of Directors of Hinduja Global Solutions Limited

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Require

Further to our intimation letter dated December 14, 2022 and in terms of Regulation 30 of the SEBI LODR Regulations read and applicable circulars issued by SEBI, the Board of Directors of the Company at its meeting held today, i.e., Monday, December 19, 2022 has considered and approved the proposal for the buyback of fully paid up equity shares of the Company only) each Equity SharesBuyback on record date (which will be decided subsequently by the Board/ Buyback Committee), on a tender offer mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India

(Buy-SEBI Buyback Regulations and such other circulars or notifications issued by the Securities and Exchange Board of India and the Companies Act, 2013 and rules made thereunder, as amended from time to time, at a buyback price not exceeding 1,700 (Rupees One Thousand Seven Hundred only) per

Maximum Buyback Price payable in cash, for an aggregate amount of up to 1020,00,00,000 (Rupees One Thousand and Twenty Crores only), excluding any expenses incurred or to be incurred for the Buyback viz. brokerage, costs, fees, turnover charges, taxes such as buyback tax, securities transaction tax and goods and services tax (if any), stamp duty, advisors fees, filing fees, printing and dispatch expenses and other

Buyback Size

The indicative maximum number of Equity Shares to be bought back at the Maximum Buyback Price subject to the Buyback Size are 60,00,000 (Sixty Lacs) Equity Shares . However, the actual Equity Shares bought back, may exceed the Indicative Maximum Buyback Shares, if the Buyback price fixed by the Board / Buyback Committee is less than the Maximum Buyback Price, subject to the number of shares being bought back not exceeding 25% of the total number of Equity shares in the paid up Equity Share capital of the Company and the amount utilized not exceeding the Buyback Size. The Indicative Maximum Buyback Shares represent 14.36% and 11.43% of the total Paid Up Equity Shares of the Company as on September 30, 2022 and December 17, 2022, respectively.

The Buyback Size represents 24.15% and 13.19% of the aggregate of the Companpaid-up equity share capital and free reserves as per the latest special purpose condensed standalone and consolidated audited financial statements of the Company, respectively, being the financial statements for the period ended September 30, 2022, which does not exceed 25% of the aggregate of the total paid-up capital and free reserves of the Company in accordance with Regulation 4(i) of the SEBI Buyback Regulations.

The Maximum Buyback Price represents premium of 28.99% and 29.09% over the closing

NSE

BSE 3, 2022, being the day preceding the date when intimation for the Board meeting was sent to NSE and BSE.

for the purpose of the Buyback in accordance with the Regulations and has delegated its powers to do such acts, deeds, matters, and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in relation to the proposed Buyback.

The Board has appointed Mr. Narendra Singh, Company Secretary and Compliance Officer as the Compliance Officer for the purpose of the proposed Buyback.

The Pre Buy-back shareholding pattern of the Company as on December 17, 2022 is enclosed as Annexure A.

The Buyback offer is subject to the approval of the shareholders by way of a special resolution through postal ballot by remote electronic voting only and all other applicable statutory approvals.

The Audit Committee and the Board also approved the special purpose condensed standalone and consolidated financial statement for the period ended September 30, 2022 (copies enclosed).

Further, the Board of Directors at its meeting held today also considered and approved the following:

1. Appointment of Directors

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors at its meeting held today have also considered and approved the appointment of:

1. Mr. Ashok P Hinduja (DIN: 00123180), as an Additional Director designated as (Chairman, Non-ExecutiveNon-Independent Director) with effect from December 19, 2022, subject to the approval of the shareholders in terms of regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; and
2. Mr. Munesh Khanna (DIN: 00202521), as an Additional Director designated as an Independent Director for a period of 5 years with effect from December 19, 2022, subject to the approval of the shareholders in terms of regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the Circular dated June 20, 2018 issued by the Stock Exchanges, we hereby state that Mr. Ashok P. Hinduja and Mr. Munesh Khanna are not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.

Brief details of Mr. Ashok P. Hinduja and Mr. Munesh Khanna are provided in Annexure B and Annexure C respectively.

1. Resignation

Mr. Y. M. Kale [DIN: 00013782] has today renounced his directorship and consequently as the Chairman of the Board with effect from December 19, 2022.

The Board of Directors of the Company has taken note of the renouncement of Mr. Kale and thanked for his sterling leadership and oversight provided over the last 4 years by him. He steered the Company through this period marked with important value accretive milestones of divestment, demerger, and several capability acquisitions. Other details are provided in Annexure D.

Copy of the Press Release announcing the above is also enclosed.

The meeting of the Board of Directors commenced at 5.00 p.m. and concluded at 11.35 p.m.

We request you to take the above information on record.

Thanking You,

For Hinduja Global Solutions Limited

Narendra Singh

Company Secretary

F4853

Encl: As above

Annexure A

The shareholding pattern of the Company as on December 17, 2022, is as follows:

Category of Shareholder	Pre-Buyback
No. of Equity Shares	% of Equity Shares
(A) Promoter & Promoter Group	3,49,71,750	66.63
(B) Public	1,75,12,785	33.37
Grand Total (A+B)	5,24,84,535	100.00

Note: The post buyback shareholding pattern of the Company shall be ascertained subsequently as it depends upon the actual number of Equity Shares bought back in the Buyback.

Annexure B

Details as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

Name of the Director: Mr. Ashok P. Hinduja

Sr	Particulars			Details
No
1	Reasons	for	change	Appointment
	appointment/death/	removal/
	otherwise
2	Date of Appointment		December 19, 2022
3.	Term of appointment	Appointed as Additional Director, Designated as
				Chairman,	Non-Executive	Non-Independent
				Director, not liable to retire by rotation, subject to
				approval of Shareholders of the Company.
4.	Brief Profile in case of	Known affectiona
	appointment			associates and friends, Shri Ashok P. Hinduja is the
				youngest son of Shri P. D. Hinduja, Founder of
				Hinduja Group and Hinduja Foundation.
				AP and his three brothers, Shri Srichand (SP), Shri
				Gopichand (GP) and Shri Prakash (PP) Hinduja,
				supported by the third generation of the Hinduja
				family, have been guiding the diversified global
				owned Groups with a global footprint across 38
				countries,	employing 150,000+	people. AP joined
				th

looking after the affairs in India. As Chairman, Hinduja Group of Companies (India), AP has been

it re-entered India in the mid-eighties.

AP also oversees the philanthropic activities of Hinduja Foundation, whose primary focus is on education and healthcare. He is the founder- member of the National Health and Education Society, which runs the P. D. Hinduja National Hospital & Medical Research Centre, Mumbai. He is also the Managing Trustee of the KPB Hinduja College of Commerce, Mumbai.

A graduate in Commerce from the University of Mumbai, AP has been conferred honorary Doctorates in Law and Economics respectively, by the University of Westminster, UK and Richmond