PRASHANT DIWAN B.COM. L.L.B., F.C.S., A.1.C.W.A PRACTIClNG COMPANY SECRETARY B - 703/704, ANAND SAGAR, M. G. ROAD, KANDIVLI (WEST), MUMBAl

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1 PRASHANT DIWAN B.COM. L.L.B., F.C.S., A.1.C.W.A PRACTIClNG COMPANY SECRETARY B - 73/74, ANAND SAGAR, M. G. ROAD, KANDIVLI (WEST), MUMBAl FORM No. MGT-13 Report of ScrutinizerCs) [Pursuant to rule section 19 of the Companies Act, 13 and rule 1() of the Companies [Management and Administration) Rules, 141 To Hinduja Global Solutions Limited Hindyja House, 171, Dr. Annie Besant Road Worli, Mumbai Chairman Annual General Meeting of the Equity Shareholders of Hinduja Global Solutions Limited. Held on Thursday, the 3rd July, 14 at 11. a.m. at the Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai Dear Sir, I, Prahsant Diwan, Practicing Company Secretary appointed as Scrutinizer for the purpose of the poll taken on the below mentioned resolutions, at the Annual General Meeting of the Equity Shareholders of Hinduja Global Solutions Limited held on Thursday, the 3rd July, 14 at 11. a.m. at The Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 4 1, submit my report as under: 1. After the time fixed for closing of the poll by the Chairman, one ballot box kept for polling was locked in my presence with due identification marks placed by me.. The locked ballot box was subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Registrar and Transfer Agents of the Company and the authorizations lodged with the Company. 3. The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. 4. The result of the Poll is as under: (a) Resolution No. 1 - To receive, consider and adopt the Audited Financial Statements of the Company for the year ended

2 Number of votes by 3 Number of votes by.% (iii) Invalid votes number of members number of votes by (b) Resolution No. - To declare a final dividend of Rs. 1 per Equity Shares and confirm Interim Dividend aggregating of Rs. 1 per Equity Shares. Number of votes by Number of votes by 6.% (iii) Invalid votes : number of members 1 number of votes by

3 (c) Resolution No. 3- To appoint a Director in place of Ms. Vinoo S. Hinduja who retires by Rotation and being eligible, offers herself for Re-appointment. Number of votes by 3 Number of votes by.% number of members (in person or by proxy) 6 number of votes by 9 (d) Resolution No. 4- Ordinary Resolution for Appointment of Auditors MIS. Price Waterhouse from the conclusion of this Annual General Meeting (AGM) Until Conclusion of next AGM. Number of votes by Number of votes by 1 I 1 1 ( 1 3.%

4 number of members number of votes by (e) Resolution No. 5- Ordinary Resolution for Appointment of Ms. Shanu S. P. Hinduja as a Co-Chairperson in Casual Vacancy w.e.f Number of votes by 3 Number of votes by.% number of members (in person or by proxy) number of votes by (f) Resolution No. 6- Ordinary Resolution for Appointment of Mr. Anil Harish as an Independent Director of the Company for five consecutive years. Number of votes by

5 3. Number of votes by.% number of members number of votes by (g) Resolution No. 7- Ordinary Resolution for Appointment of Mr. Rajendra P. Chitale as an Independent Director of the Company for five consecutive years. Number of votes by 3 Number of votes by.% number of members number of votes by

6 (h) Resolution No. - Ordinary Resolution for Appointment of Mr. Rangan Mohan as an Independent Director of the Company for five consecutive years. Number of votes by Number of votes by, number of members (in person or by proxy) number of votes by (i) Resolution No. 9- Special Resolution for Borrowing Powers to the Board of Directors u/s. 1[1)(C) of the Companies Act, 13 upto Rs. 1 Crores. Number of votes by 1 3.%

7 [iii) Invalid votes: number of members [in person or by proxy) number of votes by 4. A Poll Register containing a list of equity shareholders who voted "FOR, "AGAINST" and those for each resolution is enclosed. 5. The poll papers and all other relevant records were sealed and handed over to the Company Secretary authorized by the Board for safe keeping. 6. The Promoters have exercised their votes vide e-voting, have also exercised their voteby poll, hence votes exercised by e-voting shall be prevailed. Thanking you, Place: Mumbai Dated: July 4,14 I Your? faithfully b [Prashant Diwan) Name and Signature of the Scrutinizer

8 I I / I 1 1 I I t/ on favour Ballot No. of shares held No. of votes polled No. of Votes - in No. of Votes - polled (6)=[(4)1()1 on votes polled 1 %of Votes in on votes 1% of votes agalns I Forms I H) () 1 (3)=[()1(1 I 1 favour (4) 1 against (5) 1 '1 1 (7)=[(5)1()1*IOO Promoter and Promoter Group / Public - Institutional holders I Public-Others I ( HINDUJA GLOBAL SOLUTIONS LIMITED (CIN: L9199MH1995PLC461) Clause 35 (Physical) Resolution I I I I I I I I % of Votes Polled %of Votes in on outstanding favour on votes % of Votes against I Ballot I No. of shares held1 No. of votes polled oolled/ shares 1 No. of Votes -In I No. of Votes - I. oolled polled (61=114111\1 (6)=[(4)/()].,..,~,. I on votes oolled polled I PromoterlPubl~c Forms () (3)=[()1]' 1 favour (4) against (5) '1 (7)=[(5)1(J '1 Promoter and Promoler Group Public - lnstltulional lnst~tul~onal holders Public-Others Promoter and Promoter Group Public - lnstitulional holders Public-Others / on d i n g favour 1% %of Votes in on votes ofvotes Ballot No. of shares held No. of votes polled No. of Votes - In No. of Votes - polled (6)=[(4)1()1 on votes polled Forms () (3)=)1] favour (4) HINDUJA GLOBAL SOLUTIONS LIMITED (CIN : L9199MH1995PLC461) against (5) -1d (7)=[(5)1()] ^lo Promoter and Promoter Group Public - lnstitulional holders Public-Others Ballot Forms 5 No. of shares held No. of votes polled () on outstanding shares (3)=[()1] No. of Votes - In favour (4) No. of Votesagainst (5) % of Votes In favour on votes polled (6)=[(4)1()] ' % of Votes against on votes polled (7)=[(5)1()] ' HINDUJA GLOBAL SOLUTiONS LIMITED (CIN : L9199MH1995PLC461) Clause 35 (Physical) % of Votes in Promoter and Promoter Group Public - Institutional holders Publlc-Others Forms ( ) (3)=[()/]' favour (4) against (5) *I (7)=[(5)1()] ' Promoter and Promoter Group Public - Institutional holders Public-Others HINDUJA GLOBAL SOLUTIONS LIMITED (CIN : L9199MHl995PLC461) Clause 35 (Physical) Resolution 6 I I I I I I I I Ballot Forms 5 No. of shares held No. of votes polled () on outstandlng shares (3)=[()1] No. of Votes -In favour (4) No. of Votes - against (5) %of Votes in favour on votes polled (6)=[(4)1()] ' % of Votes against on Votes polled (7)=[(5)1()] '

EXCEL INDUSTRIES LIMITED 53 RD AGM REPORT ON. DEMAND OF POLL

PRASHANT DlWAN Practicing Company Secretary EXCEL INDUSTRIES LIMITED 53 RD AGM, REPORT ON. DEMAND OF POLL... Place: Mumbai Date: 27.09.2014, PRASHANT DIWAN B.COM. L.L.B., F.C.S., AI.CW.A PRACTICING COMPANY