Hinduja Global : Shareholders meeting

December 26, 2022

BSE Limited	National Stock Exchange of India Ltd.
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: Postal Ballot Notice

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI LODR Regulations')

This is in continuation to our intimation dated December 19, 2022 and in terms of Regulation 30 of the SEBI LODR Regulations read with applicable circulars, if any, issued by SEBI, please find enclosed herewith the copy of Postal Ballot Notice dated December 26, 2022 being sent to the Shareholders of the Company.

We have to inform you that the consent of the Members of the Company is being sought for the following Resolutions through Postal Ballot process:

Sl.	Type of	Descriptions of Resolution(s)
No.	Resolution(s)
1.	Special	Approval for Buyback of Equity Shares through tender offer route
2.	Ordinary	Appointment of Mr. Ashok P. Hinduja (DIN: 00123180) as a Non-Executive
		Director (Chairman)
3.	Special	Appointment of Mr. Munesh Khanna (DIN: 00202521) as an Independent
		Director
4.	Ordinary	Appointment of Mr. Vynsley Fernandes (DIN: 02987818) as a Whole-time
		Director of the Company and fixation of remuneration
5.	Special	Approval for managerial remuneration payable to Mr. Partha Desarkar
		(DIN: 00761144), Whole-time Director

The Board of Directors have appointed Ms. Amrita D.C. Nautiyal, Practising Company Secretary, who has given the consent to act as the scrutinizer, for conducting the postal ballot process. The e-voting period commences on Tuesday, December 27, 2022 at 09.00 A.M. (IST) and end on Wednesday, January 25, 2023 at 5:00 P.M. (IST) and the Members whose names appear in the Register of Members/ List of Beneficial Owners as on the Cut-off date (i.e., Friday, December 23, 2022) are eligible to participate in the Postal Ballot. The said Postal Ballot Notice is available on the website of the Company www.hgs.cx

Further, we wish to inform you that the Company's Promoters and Members of Promoters Group have expressed their intention to participate in the proposed Buyback (as detailed in Postal Ballot Notice) vide letters dated December 26, 2022.

We request you to take the above information on record.

Thanking You,

For Hinduja Global Solutions Limited

Narendr a Singh

Digitally signed by Narendra Singh Date: 2022.12.26 16:32:31 +05'30'

Narendra Singh

Company Secretary

F4853

Encl: As above

Hinduja Global Solutions Limited

CIN: L92199MH1995PLC084610

Registered Office: Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai - 400 018

Phone No.: 022-2496 0707

E-mailID: [e-mail] | Website: www.hgs.cx

NOTICE OF POSTAL BALLOT

[Notice pursuant to Sections 108 and 110 of the Companies Act, 2013, read with

the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (the 'Rules') (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for, inter-alia, conducting postal ballot through e-voting vide General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, the General Circular No. 20/2021 dated December 8, 2021 and Circular No. 03/2022 dated May 05, 2022 other Circulars, if any, ('MCA Circulars'), pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Secretarial Standard on General Meetings ('SS - 2') issued by the Institute of Company Secretaries of India and pursuant to all other applicable laws and regulations, to the Shareholders / Members ('Members') of Hinduja Global Solutions Limited (the "Company") that it is proposed to transact the following businesses by the Members of the Company through Postal Ballot by remote e-voting process only ('remote e-voting').

In view of the above and in furtherance to the MCA Circulars, and pursuant to Section 110 of the Act and the Rules made thereunder, the Company is sending Postal Ballot Notice only by email to all its Members who have registered their email addresses with the Company/ Registrar and Share Transfer Agent ('RTA') or Depository/ Depository Participants ('DP') and the communication of assent/ dissent of the Members will take place only through the remote e-voting system.

In compliance with the requirements of the MCA Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only. If your e-mail address is not registered with the Company/ Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

The Board of Directors of the Company ('the Board'), at their Meeting held on December 19, 2022, considered and accorded approval for (i) buy back of equity shares through tender offer route, using mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the 'SEBI Buyback Regulations'); (ii) Appointment of Mr. Ashok P. Hinduja (DIN: 00123180), as Non-Executive Director (Chairman); (iii) Appointment of Mr. Munesh Khanna (DIN:00202521) as Independent Director, and (iv) managerial remuneration payable to Mr. Partha DeSarkar (DIN: 00761144), Whole-time Director of the Company subject to the Members' approval through Postal Ballot by remote e-voting. Earlier on November 14, 2022, the Board has approved the appointment of Mr. Vynsley Fernandes (DIN:02987818) as Whole-time Director, subject to approval of the Shareholders of the Company. Accordingly, the item related to appointment of Mr. Vynsley Fernandes is also forming part of this Postal Ballot Notice for approval of the Members of the Company.

The Explanatory Statement pursuant to the provisions of Section 102 of the Act pertaining to the aforesaid resolutions setting out the material facts concerning item and the reasons thereof, is also appended. The said resolutions and explanatory statements are being sent to you for your consideration pursuant to Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended.

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The Board has appointed Ms. Amrita D. C. Nautiyal, Practicing Company Secretary, Mumbai, (Membership No.: FCS 5079 and C. P. No. 7989) of M/s. Amrita Nautiyal & Associates as Scrutinizer (the 'Scrutinizer') for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI Listing Regulations and the MCA Circulars, the Company has provided only remote e-voting facility for this Postal Ballot process. The Company has engaged the services of KFin Technologies Limited ('KFintech'), Registrar and Share Transfer Agent ('RTA') of the Company to provide remote e-voting facility to the Members of the Company. Please refer to the instructions for remote e-votinggiven after the proposed resolutions for the process and manner in which remote e-votingis to be carried out.

Remote e-voting period shall commence on Tuesday, December 27, 2022 from 9:00 A.M. (IST) and ends on Wednesday, January 25, 2023 at 5:00 P.M. (IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than the close of working hours at 5.00 P.M. (IST) on Wednesday, January 25, 2023.

Upon completion of remote e-voting, the Scrutinizer shall immediately after the conclusion of the remote e-voting period, unblock the votes cast through e-voting in the presence of at least two witnesses who are not in the employment of the Company and within 2 (two) working days from the conclusion of the e-voting period and make a Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or person authorized by the Chairman in writing who shall countersign the same.

The Results shall be declared either by the Chairman or a person authorized by the Chairman and the resolution(s) will be deemed to have been passed on the last date of the e-voting period, subject to receipt of the requisite number of votes in favour of the Resolution(s). The Results declared along with the Scrutinizer's Report shall be communicated to the Stock Exchanges where the Company's shares are listed immediately after the result is declared. Additionally, the same will also be uploaded on the Company's website at www.hgs.cx and on the website of KFintech at

https://evoting.kfintech.com

Key details regarding the Postal Ballot by remote e-voting

Sl. No.	Particulars	Details
1.	Link for remote e-voting	https://evoting.kfintech.com/
2.	Scrutinizer details	Ms. Amrita D. C. Nautiyal, Practicing Company Secretary
		Membership No.: FCS 5079 C. P. No. 7989
		of M/s. Amrita Nautiyal & Associates
		1, Bina Shopping Centre, M.V. Road, Andheri-East,
		Mumbai - 400 069
		Tel: [phone] | Mobile: [phone]
		E-mail: [e-mail]
3.	Cut-off date for eligibility for	Friday, December 23, 2022
	e-voting
4.	Time period for e-voting	• Starts on Tuesday, December 27, 2022 from 9:00 am (IST).
		• Ends on Wednesday, January 25, 2023 at 5:00 pm (IST).
5.	Link for Members to temporarily	https://ris.kfintech.com/clientservices/postalballot/registration.aspx
	update e-mail ID and Mobile No.
6.	Last date for publishing results of	On or before Monday, January 30, 2023
	the e-voting
7.	In case of any grievances	Mr. Premkumar Nair, Manager - Corporate Registry
	or queries contact	KFin Technologies Limited
		E-mail :[e-mail]
		Phone : [phone] (Toll free)

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SPECIAL BUSINESS(ES):

1. APPROVAL FOR BUY BACK OF EQUITY SHARES THROUGH TENDER OFFER ROUTE

To consider and, if thought fit, to pass the following resolution as a Special Resolution:-

"RESOLVED THAT in accordance with Article 84 of the Articles of Association of the Company and pursuant to the provisions of Sections 68, 69, 70, 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Act") read with the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014 and other relevant rules made thereunder, each as amended from time to time, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations") and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 as amended (the "SEBI Buyback Regulations"), and any statutory modification(s) or re-enactment thereof, for the time being in force and, subject to such other approvals, permissions, consents, sanctions and exemptions of Reserve Bank of India ("RBI"), Securities and Exchange Board of India ("SEBI"), the stock exchanges on which the Equity Shares of the Company are listed (the "Stock Exchanges"), Ministry of Corporate Affairs/ Registrar of Companies, Maharashtra at Mumbai (the "ROC") and/ or other authorities, institutions or bodies (together with RBI, SEBI, Stock Exchanges and ROC the "Appropriate Authorities"), as may be necessary and subject to such conditions, alterations, amendments and/or modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, sanctions and exemptions which may be agreed by the Board of Directors of the Company, ("Board"), which term shall be deemed to include the Committee of the Board and/ or officials, which the Board may constitute/ authorize to exercise its powers, including the powers conferred by this resolution), consent of the Members, be and is hereby accorded for the buy-back by the Company of its fully paid-up equity shares of face value of ₹ 10/- (Rupees Ten Only) each ("Equity Shares") (representing 11.43% of the total equity share capital of the Company as on December 19, 2022) at a Buyback Price not exceeding ₹ 1700 (Rupees One Thousand Seven Hundred only) per Equity Share (the "Maximum Buyback Price") payable in cash for an aggregate consideration not exceeding ₹ 1020,00,00,000 (Rupees One Thousand and Twenty Crores only), excluding any expenses incurred or to be incurred for Buy-back viz. brokerage costs, advisor's fees, intermediaries fees, public announcement publication fees, filing fees, printing and dispatch expenses, turnover charges, applicable taxes inter-alia including buyback taxes payable under the Income Tax Act, 1961, securities transaction tax, goods and services tax (if any), stamp duty and other incidental and related expenses, and charges etc. ("Transaction Costs") (such amount hereinafter referred to as the "Maximum Buyback Size"), being 24.59% and 13.43% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per audited condensed standalone interim financial statements and audited condensed consolidated interim financial statements of the Company as on September 30, 2022 of the Company respectively, from all the Equity Shareholders/ Beneficial Owners of the Equity Shares of the Company, including the Promoter and Promoter Group (as defined hereinafter) as on the record date, to be subsequently decided by the Board/ Buyback Committee ("Record Date"), through the "Tender Offer" route, on a proportionate basis as prescribed under the SEBI Buyback Regulations (hereinafter referred to as the "Buyback")."

"RESOLVED FURTHER THAT at the Maximum Buyback Price i.e., ₹ 1,700 (Rupees One Thousand Seven Hundred only) per Equity Share and for Maximum Buyback Size i.e., ₹ 1,020 crores (Rupees One Thousand and Twenty crores only), indicative maximum number of Equity Shares proposed to bought back would be 60,00,000 (Sixty Lakhs) Equity Shares ("Indicative Maximum Buyback Shares"). However, the actual bought back Equity Shares 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 not exceeding 25% of the total number of Equity shares in the paid‐up Equity Share capital of the Company and the amount utilized shall not exceed Maximum Buyback Size."

"RESOLVED FURTHER THAT as required under Regulation 6 of the SEBI Buyback Regulations, the Company may buy back Equity Shares from the existing shareholders as on Record Date ("Eligible Shareholders"), on a proportionate basis, provided that either 15% (fifteen percent) of the number of Equity Shares which the Company proposes to Buy-back or the number of Equity Shares which small shareholders are entitled to as per their shareholding as on the Record Date, whichever is higher, shall be reserved for the small shareholders as defined in the SEBI Buyback Regulations ("Small Shareholders")."

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"RESOLVED FURTHER THAT all of the shareholders of the Company, as on the record date, including the Promoter and Promoter Group, may be eligible to participate in the Buy-back, except any shareholders who may be specifically prohibited under the applicable laws by Appropriate Authorities. The term "Promoter" and "Promoter Group" will be such persons as defined in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

"RESOLVED FURTHER THAT the Buyback from Eligible Shareholders who are persons resident outside India including the Foreign Institutional Investors/ Foreign Portfolio Investors, Non-Resident Indians, Foreign Nationals, Foreign Corporate Bodies (including erstwhile Overseas Corporate Bodies), shall be subject to such approvals, if any, and to the extent necessary or required including approvals from RBI under Foreign Exchange Management Act, 1999, and the rules and regulations framed there under, and that such approvals shall be required to be taken by such Eligible Shareholders themselves."

"RESOLVED FURTHER THAT the Company shall, to the extent legally permissible, implement the Buyback using the "Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offersunder Takeovers, Buy Back and Delisting" notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 (titled "Streamlining the Process for Acquisition of Shares pursuant to Tender-Offersmade for Takeovers, Buy Back and Delisting of Securities"), and SEBI circular CFD/DCRIII/CIR/P/2021/615 dated August 13, 2021 (titled "Tendering of shares in open offers, buy-backoffers and delisting offers by marking lien in the demat account of the shareholders"), or such other circulars or notifications, as may be applicable including subsequent amendments or statutory modifications thereof, for the time being in force, and the Company shall approach the Stock Exchange(s), as may be required, for facilitating the same."

"RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the SEBI Listing Regulations, and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations 2011, as amended and under the Securities Contracts (Regulation) Rules, 1957, as amended. The Company shall ensure compliance with the requirement of minimum public shareholding requirements if the public shareholding of the Company falls below 25% of the total paid-up Equity Share capital of the Company after the Buyback."

"RESOLVED FURTHER THAT as required under Regulation 4 of the SEBI Buyback Regulations, such Buyback of shares from the existing shareholders as on the Record Date, shall be made out of the Company's free reserves and/or securities premium account and/or such other sources or by such mechanisms as may be permitted by applicable laws, and on such terms and conditions as the Board or a duly constituted Committee (i.e. 'Buyback Committee') thereof may decide from time to time and in the absolute discretion of the Board, as it may deem fit."

"RESOLVED FURTHER THAT the Company has earmarked adequate resources of funds for the purpose of Buyback and the payment of the Buyback shall be made out of the Company's current surplus and/or cash balances and/or current investments and/or cash available from internal resources of the Company (and not from any borrowed funds) and on such terms and conditions as the Board may decide from time to time at its absolute discretion."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred hereinabove as it may in its absolute discretion deem fit, to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary, expedient, usual or proper, including but not limited to:

1. approving and finalizing the terms of Buyback like the Buyback Price, entitlement ratio, the schedule of activities for Buyback including finalizing the date of opening and closing of Buyback, the timeframe for completion of the Buyback, acceptances of shares tendered by the shareholders in the Buyback;
2. entering into escrow arrangements as may be required in terms of the SEBI Buyback Regulations;
3. appointing and finalizing the terms of any intermediaries/ agencies/ persons as may be required for the purposes of the Buyback including but not limited to appointment of Escrow Bank and decide, settle and vary the remuneration for all such intermediaries/agencies/ persons, including by the payment of commission, brokerage, fee, charges etc.;

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