Nxtdigital : Extra Ordinary Meeting

July 29, 2022

To

To

BSE Limited

National Stock Exchange of India Limited

Phiroze Jeejeebhoy Towers,

Exchange Plaza, Bandra-Kurla Complex,

Dalal Street, Mumbai-400 001.

Bandra (East), Mumbai-400 051.

Company Scrip Code: - 500189

Company Script Code: NXTDIGITAL

Dear Sir/ Madam,

Day

Friday

etails of the Equity Shareholder's Meeting of NXTDIGITAL Limited

Date

September 2, 2022

Time

11.30 a.m.

Venue

Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018

Start Date

Monday, August 29, 2022 at 9.00 a.m. (IST)

Remote E-voting

End Date

Thursday, September 1, 2022 at 5.00 p.m. (IST)

No.

Contents

Sr.

Page No.

1.

Notice convening meeting of the Equity Shareholders of NXTDIGITAL Limited as

3 - 12

per the directions of Hon'ble National Company Law Tribunal, Mumbai Bench.

13-28

2.

Explanatory Statement under Sections 230 - 232 read with Section 102 and

other applicable provisions of the Companies Act, 2013 and the rules made

thereunder and details and information as required under Rule 6 of the Companies

3.

(Compromises, Arrangements and Amalgamations) Rules, 2016 ("CAA Rules").

29-47

Scheme of Arrangement between NXTDIGITAL Limited ("Demerged Company")

Annexure

and Hinduja Global Solutions Limited ("Resulting Company") and their respective

shareholders ("Scheme") under Sections 230-232 and other applicable provisions

4.

of the Companies Act, 2013.

48-74

Valuation Reports, along with its annexures, both dated February 17, 2022, issued

Annexure B-1

by Independent Valuers i.e. M/s KPMG Valuation Services LLP and M/s SSPA & Co.,

5.

Chartered Accountants.

75-81

Fairness Opinion Report dated February 17, 2022 issued by M/s. Motilal Oswal

Annexure B-2

Investment Advisors Limited, Merchant Banker on the Valuation Reports issued

by Independent Valuers M/s. KPMG Valuation Services LLP and M/s. SSPA & Co.,

Chartered Accountants.

Sr.

Contents

Page No.

No.

82-84

6.

Annexure C-1

Report adopted by the Directors of the Demerged Company explaining effect of the

Scheme on Equity Shareholders (promoters and non-promoters shareholders),

Key Managerial Personnel and Directors laying out particulars of the share

Annexure C-2

7.

entitlement ratio.

85-87

Report adopted by the Directors of the Resulting Company explaining effect of the

Scheme on Equity Shareholders (promoters and non-promoters shareholders),

Key Managerial Personnel and Directors laying out particulars of the share

Annexure D

8.

entitlement ratio.

88-91

Reports on Complaints dated March 29, 2022 and April 07, 2022 submitted by the

Company to BSE Limited and National Stock Exchange of India Limited respectively

Annexure E

9.

and uploaded on the Company's website.

92-97

Observation Letters from BSE Limited and National Stock Exchange of India

nnexure F-1

10.

Limited, both dated May 31, 2022, conveying no adverse objection to the Scheme.

98-117

Audited Standalone and Consolidated Financial Results of Demerged Company

for the year ended March 31, 2022 with Independent Auditor's Reports thereon,

nnexure F-2

11.

issued by Statutory Auditors.

118-139

Audited Standalone and Consolidated Financial Results of Resulting Company for

the year ended March 31, 2022 with Independent Auditor's Report thereon, issued

Annexure G

12.

by Statutory Auditors.

140-142

Pre and post-shareholding pattern of the Demerged Company and Resulting

Annexure H

13.

Company.

143

Summary of Valuation Reports.

14.

Route Map of the Venue of Meeting.

144

15.

Proxy Form in Form MGT-11.

Enclosed

(loose leaf

insertion)

16.

Attendance Slip

Enclosed

(loose leaf

insertion)

NXTDIGITAL LIMITED

Notice EGM

IN THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH

In the matter of Sections 230 - 232 and other

COMPANY APPLICATION NO. C.A. (CAA) - 155/2022

applicable provisions of the Companies Act, 2013

And

In the matter of Scheme of Arrangement between

NXTDIGITAL

Limited ("

R

")

and Hinduja Global Solutions Limited ("

NXTDIGITAL LIMITED, a

Public Limited

Demerged

Company

") and their respective shareholders.

Company

sulting

Company incorporated under

the provisions

of the Companies Act, 1956, and an existing

company under the Companies Act, 2013, having

itsthregistered office at IN Centre, 49/50, MIDC,

…. Demerged Company/ Company

12 Road, Andheri (East), Mumbai - 400093.

To,

is hereby given that by an Order dated July 29, 2022 in the Company Scheme Application C.A.

The Equ ty Shareholders of NXTDIGITAL Limited

")

(CAA) - 155/2022, the Hon'ble National Company Law Tribunal, Mumbai Bench ("

NOTICE

has directed to convene a meeting of the Equity Shareholders of the Demerged Company, for the

Hon'ble NCLT

purpose of considering, and if thought fit, approving with or without modifications, the Scheme of

Arrangement between NXTDIGITAL Limited ("

") and Hinduja Global Solutions

Limited ("

") and their respective shareholders under the provisions of Sections

Demerged Company

230 - 232 and other applicable provisions of the Companies Act, 2013.

Resulting Company

Friday,

is hereby given that a meeting

In pursuance of the said Order and as directed therein,

of the Equity Shareholders of the Company will be held on

Further Notice

at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018. The equity

shareholders

September 2, 2022 at 11:30

of the Demerged Company are requested to attend the meeting to transact the following

business:

.m.