Hinduja Global Solutions Ltd

IndusInd Media & Communications Limited (IMCL), subsidiary of Hinduja Global Solutions Limited ('HGSL' or 'Company'), has imported STB and paid CVD at thetime of Import. The STB in turn installed at Customer premises against activation charge on which service tax is paid to provide Cable TVservices, which is a taxable output services. The STBs are capitalized in the Books of accounts and Company had claimed Input credit of CVD paid on capital Goods i.e. STB as the same are directly used to provide output services. Department has issued SCN denying theclaim saying that the services provided by the MSO is not directly related to the end customers and hence is not eligible for CENVAT credit (Amount involved Rs.95.55 Crore). Appeal filed with CESTAT on 10.04.2019. Matter pending before the CESTAT,will be heard in due course.

Penalty of INR 18,66,12,144 has been levied by the Assessing Officer (AO) underSection 271(1)(c) of the Income Tax Act, 1961 for Assessment Year 2012-13 foralleged concealment of income. This penalty predominantly pertains todisallowance of set-off of unabsorbed depreciation and brought forward businesslosses, which was claimed by the Company in its return of income (original andrevised income tax returns filed on 28.09.2012 and 29.03.2014 respectively).The tax officer denied set-off of these losses citing absence of supportingdocuments to evidence the business losses and unabsorbed depreciation in theprevious years going back to 1996-97. The Company is of the opinion that thelevy of penalty is based on the incorrect fact that business losses and unasorbeddepreciation were concealed whereas the Company had disclosed the sameyear-on-year in its tax return. The Company has filed an appeal beforeCommissioner of Income-tax (Appeals) [CIT(A)] against the said penalty order.The Company strongly believes that this penalty order is not tenable before theCIT(A) itself. Appeal has been filed.

Tax officer has completed the reassessment proceedings for Assessment Year 2021-22 (Financial Year 2020-21) disallowing the foreign exchange loss (net) INR 34,31,95,000 to the returned income. The tax officer has raised a tax demand of INR 8,54,65,134 and interest of INR 6,94,51,696 aggregating to INR 15,49,16,830. The tax officer has cited the absence of breakup of forex as to transaction level forex losses (net) and unrealized forex losses (net) (including that of the Phillipines branch of the Company) as the reason. The Company believes that it had filed the information requested during the course of assessment proceedings. The Company has claimed the aforementioned expenses in line with applicable provisions of section 43AA of Income-tax Act, 1961 read with applicable Income Computation and Disclosure Standards. It is in process of filing an appeal before the Commissioner of Income-tax (Appeals) against this assessment order. Further, there are multiple mistakes apparent from record in the assessment order against which the Company has filed rectification application dated 15 April 2026, which once rectified, will reduce tax demand INR 8,58,61,434 and interest to INR 1,74,65,893 aggregating to INR 10,33,27,327.

Writ petition was filed before Calcutta High Court, to quash the Show Cause Notice received on 26 Sep 2024, for the FY 2015-16 to FY2018-19 (4 years), on "Jurisdiction". Subsequently, letter received from Kolkata Customs House on 27 Feb 2025 transferring the matter to call book list in compliance with the Calcutta High Court ('HC') order dated 14 Feb 2025 wherein interim stay was granted by the HC until the disposition of the writ petition on the grounds that Customs authorities have no jurisdiction to issue the show-cause notice on the subject matter of SEIS scrips issued by the issuing authority (Amount involved- INR 16,34,68,797). Proceedings are transferred to the call book list of Kolkata Customs, as per HC stay order.

On 23rd Oct 2024, Income Tax Department has issued a Show Cause Notice (SCN) on why General Anti- Avoidance Rules should not be invoked in relation to the demerger of NDL's media business into HGS. HGS filed its response to the SCN on 5th Dec'24 detailing why GAAR should not be applicable. On 13th Jan 2025, the Principal Commissioner Income Tax (PCIT) issued a SCN stating that he has reviewed the SCN and still holds the view that GAAR should be invoked. HGSL was given time to reply to SCN and make submissions by 28th Jan' 2025. HGS filed detailed submissions on February 21, 2025 and on March 10, 2025. There was a personal hearing before the PCIT on March 10, 2025. The Secretary GAAR panel communicated vide email dated 8 July 2025 to file a rejoinder by 28 July 2025, against the PCIT's reference to the GAAR panel on 31 March 2025. HGS has sought extension of time to file the rejoinder till 11 August 2025. (Amount involved for AY 2022-23- INR 281,59,50,487 as per Form 3CEIA of PCIT filed before the GAAR panel) further adjourned to 18 Aug 2025. GAAR panel first hearing took place on 18 August 2025 wherein Income tax department made a detailed submission before the panel and HGSL provided factual information about the demerger of DMC division of NXT digital with HGSL. Second hearing was scheduled for 15 September 2025 vide hearing notice dated 28 August 2025 and a rejoinder was filed by HGSL with the GAAR panel on 11 September 2025. The third hearing before GAAR panel happened on 15 October 2025 wherein both HGSL and the Income tax department, represented their respective submissions before the panel. Subsequently, a corrigendum was filed by the Revenue department on 15 October 2025 ( dated Sept.15th, 2025), without any prior notice to the Company. In response to which HGSL sought sufficient time, from the GAAR panel, to respond with detailed annexures and supporting documents. Panel stated that they will go through both parties' submission and pass draft order for AY22-23 and AY23-24. GAAR Panel may pass draft order for AY 2022-23 and AY 2023-24. The GAAR Panel stated that they will go through both parties' submission and pass its order for AY 22-23 and AY 23-24. HGSL sought sufficient time, from the GAAR panel, to respond with detailed annexures and supporting documents vide its letter dated 20 October 2025. The GAAR panel passed an order on 30 October2025, characterizing the demerger of NXT Digital’s DMC business with HGS as an “impermissible avoidance arrangement” and directed the Deputy Commissioner of Income-tax (DCIT-AO) to disregard the brought forward losses of the demerged entity, i.e., NXT Digital with the income of the resulting company, i.e., HGSL. As per the communication, total tax reduction of the Company was Rs. 281.59 Crore. Further, during the course of assessment proceedings for AY 2022-23 and AY 2023-24, the Assistant Commissioner of Income-tax has issued a notice asking for certain details on compuation of capital gains on sale of healthcare business. Tax officer is seeking to recharacterise and attribute consideration actually attributed to other jurisdictions to India and has asked for justification as to why the sale consideration earned by the Company in India should not be increased by INR 1245,67,30,765 (approximate capital gains tax impact of INR 285 crores). The Company believes that the attribution sought by the tax officer is not tenable in law and is without any valid basis. The Company is in the process of filing a detailed response to the same. No order has been passed by the tax officer on GAAR related matter. The Company had challenged the above direction and filed a writ petition in the Hon’ble High Court of Judicature at Bombay. The Hon’ble Bombay High Court heard the writ petition on December 19, 2025 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 Hon’ble High Court would further hear the matter.