Has granted approval for the demerger of its IT/ITES undertaking into a new company, while simultaneously merging its media and content subsidiary InNetwork Entertainment Ltd into the residual entity. Both the companies would be listed on the Bombay Stock Exchange and National Stock Exchange and the current shareholders of the Company would be allotted shares of both the companies in proportion to the capital employed in the respective businesses. The appointed date of the demerger would be April 01, 2006. Mr. Ashok P Hinduja, Chairman said "the demerger and related restructuring will unlock immense shareholder value. While the current market cap is about Rs 2220 crores, the sum of parts valuation is significantly higher, which could get unlocked. It will also go a long way in speeding up inorganic growth opportunities in both the Technology and Media / Telecom companies, apart from aiding the induction of strategic and/or financial partners. Operational efficiencies in both the resultant companies would also increase". The Company's Technology business employs over 7000 persons (with over 3000 overseas employees) and ranks among the few BPO companies with a Global Delivery Model with presence in 5 countries and significant revenues generated overseas. With certifications like SEI CMM Level 4, ISO 9001:2000 and BS 7799, it is ranked among the top 15 BPO companies in India as listed by NASSCOM. It was also ranked 8 among the Top 10 Call Centres Worldwide by the Global Services Magazine with NeoIT in January 2006 and among 200 "Best under $ 1 billion company in Asia" by Forbes Magazine in October 2005. It has domain expertise in Healthcare and Insurance, Financial Services, Manufacturing, Telecom, Pharmaceuticals, Consumer Electronics, Household Products, Energy and Utilities. The Media business is well poised to take advantage of the emerging business opportunities in content and distribution that have recently opened up and is in negotiation with several leading players for collaborations and contracts in these spaces. It would also continue to be the holding company of Indusind Media and Communications Ltd ("IMCL"). IMCL is India's leading MSO as well as a Broadband operator. It is the only MSO with extensive intra-city fiber networks, with 6000 km of trunk and access HEC networks, 80% of which is 2-way enabled. IMCL has a presence in 14 cities (9 of which are big cities) with over 40% market share in most of these markets. Mr. Ashok P Hinduja also added that "the demerger and related restructuring would enable the full potential of all the diverse businesses to be realized and take the companies to the next level." The Company controls an effective stake of 5.11% in Hutch, a leading GSM service provider, through a subsidiary Indusind Telecom Network Ltd ("ITNL"). The Company has received offers for purchase thereof which are under consideration. The Board has set up a Committee of Directors to appraise the offers, negotiate and finalise the deal. Has announced a special dividend of Rs 20/- per share (200%) to the shareholders out of the proceeds of the Hutchison Essar stake sale which took place recently. This dividend is in addition to the final dividend of Rs 7.50 per share (75%) recommended in July for approval by the shareholders at the Annual General Meeting to be held on September 25, 2006. Demerger of IT/ITES business undertaking The Board, after discussing the recommendations of the Committee of Directors,approved the demerger of its IT/ITES undertaking, pursuant to a scheme of arrangement u/s 391 to 394 of the Companies Act, 1956. The new IT/ITES entity would be called HTMT Technologies Ltd ("HTMT Tech"), and is expected to list in the fourth quarter of 2006-07. The appointed date of the demerger would be October 01, 2006. Post restructuring of share capital, pursuant to the demerger, a shareholder of the Company holding two equity shares of Rs 10/- each prior to the demerger would receive one equity share of Rs 10/- in HTMT Tech and one equity share of Rs 10/- in the Company post the demerger. The share entitlement ratio has been confirmed by two leading firms of Chartered Accountants. (As per BSE Bulletin dated on 01/09/2006) Hinduja TMT Ltd has informed BSE that pursuant to the order of the Hon'ble High Court of Judicature at Bombay a meeting of the equity shareholders of the Company will be held on December 04, 2006, for the purpose of considering and if thought fit, approving, with or without modifications, the Scheme of Arrangement and Reconstruction proposed to be made between the Company and HTMT Technologies Ltd and their respective shareholders and creditors. (As Per BSE Announcement Website Dated on 09/11/2006) Hinduja TMT Ltd has announced that the shareholders of the Company have unanimously voted in favour of the Scheme for demerger of the Company's IT/ITES-BPO undertaking into HTMT Technologies Ltd. At a well-attended meeting held in Mumbai on December 04, 2006, all valid votes cast by shareholders were in favour of the demerger Scheme. The results of the poll have been displayed at the Company's registered office. The Scheme having been approved by the shareholders, a petition praying for sanction of the same will be filed with the Hon'ble High Court of Judicature at Bombay, as per legal requirements. The demerger is expected to unlock value for the shareholders. With the IT/ITES-BPO being demerged into an independent pure play focused company, market visibility as well as industry and investor recognition is expected to improve. While the Company has been rapidly expanding its global delivery footprint and has transformed itself into a global enterprise, the sharper focus on IT/ITES-BPO would help at tract further global customers and top class talent, apart from aiding organic and inorganic growth initiatives. The demerger would also help the Company's media / broadband interests to benefit in the changing business and regulatory environment. Going forward, expansions through alliances, partnerships, strategic investments and joint ventures including mergers and acquisitions will be a key growth strategy for these businesses and the demerger and restructuring within these businesses, would facilitate these initiatives. Conditional Access System (CAS) through cable has already been notified by the Central Government w.e.f. January 01, 2007 in South Mumbai as well as in the National Capital Territory of Delhi and the Company's cable subsidiary (Indusind Media and Communications Ltd _ IMCL) is in the final stages of completing formalities in connection therewith. CAS will provide immense benefit to subscribers, not only by way of reduced costs, freedom to choose pay-channels as well as digital pictures, but also by way of Value Added Services that would be rolled out by IMCL. (As Per BSE Announcement Website Dated On 05/12/2006) Hinduja TMT Ltd has informed BSE that a Petition under Sections 100, 391 to 394 of the Companies Act, 1956 for sanctioning the Arrangement embodied in the Scheme of Amalgamation and Reconstruction between the Company and HTMT Technologies Ltd and their respective shareholders and creditors was presented by the Company on December 12, 2006 and was admitted by the Hon'ble High Court of Judicature at Bombay on the December 15, 2006 and the aforesaid Petition is fixed for hearing before the Honourable Judge taking Company matters on February 02, 2007 at the Honourable High Court of Judicature at Bombay. (As Per BSE Announcement Website Dated on 03/01/2007) Hinduja TMT Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay has sanctioned the Scheme of Demerger i.e. Scheme of Arrangement and Reconstruction between the Company and HTMT Technologies Ltd and their respective shareholders and creditors under Sections 100, 391 - 394 of the Companies Act, 1956. Accordingly, the Hon'ble High Court has inter alia sanctioned: i. The demerger of the Information Technology / Information Technology Enabled Services undertaking of the Company into HTMT Technologies Ltd. ii. The reduction of the issued, subscribed and paid up equity share capital of the Company, effected by reducing the face value of the equity shares from 1 equity shares of Rs 10/- each fully paid up to 1 equity share of Rs 5/-each fully paid and simultaneously, consolidating 2 such equity shares of Rs 5/- each fully paid- up into 1 equity share of Rs 10/- each fully paid-up. Further the Company has informed that, the name of HTMT Technologies Ltd is in the process of being changed to HTMT Global Solutions Ltd. (As Per BSE Announcement Website Dated on 05/03/2007) Hinduja TMT Ltd has informed BSE that the Scheme of Arrangement and Reconstruction ("Scheme") for demerger of Information Technology / Information Technology Enabled Services (IT / ITES) Undertaking of the Company into HTM Technologies Ltd and reduction of share capital of the Company, has been filed with the Registrar of Companies, Maharashtra on March 07, 2007. Accordingly March 07, 2007 is effective date of the Scheme. Hinduja TMT Ltd has informed BSE intimating the approval of the Scheme of Arrangement and Reconstruction ("Scheme") for demerger of Information Technology / Information Technology Enabled Services (IT / ITES) Undertaking of the Company into HTMT Technologies Ltd and reduction of share capital of the Company, by the High Court of Judicature at Bombay on February 23, 2007. Accordingly, March 07, 2007, is effective date of the Scheme. The Board of Directors of the Company has fixed the date of April 09, 2007 as the Record Date to sequentially: 1. Determine the eligibility of members of the Company to be issued and allotted equity shares of HTMT Technologies Ltd in the Demerger Share Entitlement Ratio of 1 equity share of Rs 10/- each credited as fully paid up of HTMT Technologies Solutions Ltd for every 2 equity shares of Rs 10/- each fully paid up held by such member in the Company and 2. Effect the reduction of capital of the Company by reducing the face value of the equity shares from 1 equity share of Rs 10/- each fully paid up to 1 equity share of Rs 5/- each fully paid and simultaneously, consolidating 2 such equity shares of Rs 5/- each fully paid-up into 1 equity share of Rs 10/- each fully paid-up. (As Per BSE Announcement Website Dated on 07/03/2007) SUB. :- Scheme of Arrangement of Hinduja TMT Ltd. (Scrip Code 500189) Trading members of the Exchange are hereby informed that, Hinduja TMT Ltd. has fixed the Record Date for the Scheme of Arrangement of the company. Trading members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME CODE Hinduja TMT Ltd. 500189 & 600189 RECORD DATE 09/04/2007 NO DEALINGS DATE 30/03/2007 DR-002/2007-2008 PURPOSE Scheme of Arrangement:- Demerger of the whole of the IT/ITES Business of the company (Demerged Undertaking) to HTMT Technologies Ltd. Consequent to the demerger of the Demerged Undertaking and vesting in HTMT Technologies Ltd., the share holders of Hinduja TMT Ltd. shall receive ONE equity share of HTMT Technologies Ltd. for every TWO equity shares of Hinduja TMT Ltd. Upon effectiveness of this Scheme, pursuant to the Demerger, the issued, subscribed and paid up equity share capital of the Hinduja TMT Ltd. shall be reduced by reducing the face value of the equity share from ONE equity share of Rs.10/- fully paid up to ONE equity share of Rs.5/- each fully paid and simultaneously, TWO equity shares of Rs.5/- each fully paid up shall be consolidated into ONE equity share of Rs.10/- each fully paid up. (As per BSE Notice dated on 10/03/2007) This is in continuation of Notice No. 20070310-1 dated 10/03/2007 for Scheme of Arrangement of Hinduja TMT Ltd. (Scrip Code 500189), Trading members are advised not to deal in the equity shares of the company with effect from 29/03/2007 (DR-001/2007-2008) instead of 30/03/2007 (DR-002/2007-2008), on account of Annual Bank Closing on April 02, 2007. The other contents of the aforesaid notice remain the same. Trading members are requested to take note of change in No Dealings date. (As per BSE Notice dated on 15/03/2007) Hinduja TMT Ltd has informed BSE that the Board of Directors of the Company, has by resolution dated April 10, 2007: The Scheme of Demerger and transfer of the Company's IT/ITES undertaking to HTMT Global Solutions Ltd, the entitlement of members of the Company to receive equity shares of HTMT Global Solutions Ltd in the Demerger Share Entitlement Ratio of one equity share of face value Rs 10/- each fully paid-up of HTMT Global Solutions Ltd for every two equity shares of Rs 10/- each fully paid-up held by such member in the Company on the Record Date i.e. April 09, 2007, was determined prior to giving effect to the aforesaid reduction of capital and the same has been accordingly communicated to HTMT Global Solutions Ltd. (As Per BSE Announcement Website Dated on 12/04/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of Hinduja TMT Limited (Scrip Code: 500189, ISIN No: INE353A01023) are listed and permitted for trading on the Exchange with effect from Tuesday, April 24, 2007. Name of the Company : Hinduja TMT Limited (HTMT) Registered Office : In Centre, 49/50, M.I.D.C., 12th Road, Andheri (E), Mumbai - 400 093. Tel. No: 022 - 6691 0945 Fax No: 022 - 6691 0988 Web: www.hindujatmt.com Securities : 2,05,38,003 equity shares of Rs.10/- each fully paid-up issued on reorganisation of capital of the company pursuant to the scheme of Arrangement. Distinctive numbers : 1 - 20538003 Scrip Code : 500189 Group : A Market Lot : 1 Share Face Value & Paid up value : Rs.10/- each fully paid Scrip ID on BOLT System : HINDTMT Abbreviated name on BOLT System : HINDUJA TMT ISIN No. : INE353A01023 2. Trading members may note that the Equity Shares in dematerialised form after the Scheme of Arrangement has been credited in the new ISIN No. INE353A01023. Henceforth, trading members should deal in the new ISIN No. INE353A01023 only and not to deal in the old ISIN No. INE353A01015. Trades effected in the scrip will be in a unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/1999 dated April 15, 1999 will be available. 3. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Court of Judicature at Bombay, vide its order dated February 23, 2007. b) Appointed Date: October 1, 2006 c) Effective date: March 07, 2007 d) Date of Allotment: April 10, 2007 e) The issued, subscribed and paid-up equity capital of the company before the scheme of arrangement was Rs. 4107.60060 lacs consisting of 4,10,76,006 equity shares of face value of Rs.10/- each fully paid up. f) Pursuant to the scheme, the Information Technology / Information Technology Enabled Services (IT / ITES) Undertaking of HTMT demerged into HTMT Global Solutions Limited (HTMT Global) formerly known as HTMT Technologies Limited and in consideration thereof, the resulting company viz. HTMT Global has issued 1 equity share of Rs.10/- each for every 2 equity shares of Rs.10/- each held in HTMT. g) Upon the demerger of the IT / ITES Undertaking to HTMT Global, the capital of the company has been re-organised by reducing the face value of the equity shares from 1 (one) equity share of Rs.10/- each fully paid up to 1(one) equity share of Rs.5/- each fully paid up and simultaneously 2 (two) such equity shares of Rs.5/- each have been consolidated into 1 (one) fully paid up equity share of Rs.10/- each. h) The issued, subscribed and paid-up equity capital of the company consequent upon reduction and re-organisation of capital pursuant to the scheme of arrangemnt comes to Rs.2053.80 lacs consisting of 2,05,38,003 equity shares of the face value of Rs.10/- each fully paid up. 4. As per Exchange Notice Nos. 20070310-1 and 20070315-22 dated March 10 and March 15, 2007, respectively the company has fixed April 09, 2007 as "Record Date", for giving effect to the scheme of arrangement. Accordingly dealing in the abovementioned securities of the company was stopped with effect from March 29, 2007. 5. Trading members may also note that in respect of shares held in physical form, the company has issued new certificates without surrender of the old equity shares certificates of the company and accordingly the old share certificates shall stand cancelled. 6. Trading members of the Exchange are informed that the Equity Share certificates in physical form bearing the undermentioned distinctive numbers of the company as stated alongside shall be good/bad delivery in the market. Name of the company Distinctive Date of Good/Bad appearing on the Numbers Issue Delivery share certificate Hinduja TMT Limited 1-41076006 Before Bad Record Date Hinduja TMT Limited 1-20538003 After Record Good Date Hence, trading members should take due care and abundant caution while dealing / receiving / delivering these shares of the company from/to the market. 7. The share transfer documents should be sent to the registrar of the company at the address mentioned below: M/s Sharepro Services (I) Pvt. Ltd. (Unit: Hinduja TMT Ltd.) 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai - 400 021. e-mail: mazrine@shareproservices.com Contact Person: Ms. Mazrine Wadia Tel. No.: 022 - 22828043 Fax no: 022 - 22825484 8. The Company's Financial Year ends on 31st March. 9. In case the trading members require any clarification on the subject matter of the notice, they may please contact Mr. Hasmukh Shah, AVP Legal & Secretarial, Hinduja TMT Limited, on Tel. No.: 022 - 66910979, Extn.503 or the undersigned on Tel. Nos. 022 22721233/34 Extn: 8133. (As per BSE Notice dated on 20/04/2007) Hinduja TMT Ltd has informed BSE that the Company has successfully demerged its ITES-BPO business into a separate Company called 'HTMT Global Solutions Ltd.' Post this demerger, there would be two Companies listed on the stock exchanges namely 'Hinduja TMT Ltd' and 'HTMT Global Solutions Ltd'. While Hinduja TMT Ltd is re-commencing trading in the Stock Exchange from April 24, 2007, HTMT Global Solutions Ltd is expected to list at an early date subject to completion of regulatory approvals. Hinduja TMT Ltd Hinduja TMT Ltd will be the majority owners of India's Leading integrated Media Company, IndusInd Media & Communications Ltd (IMCL) which has presence in the businesses of Digital media distribution, Broadband Internet, Cable Movie and Home Shopping Channels, Financing content production & content aggregation. The Company started operations in 1995 with analog cable TV distribution service in several cities. It upgraded its facilities for providing digital cable TV by installing over 6000km of fibre optic cables. The digital media distribution division of IMCL currently delivers more than 180 channels to 14 cities in digital mode. IMCL was one of the first Companies to initiate Cable Broadband for internet services through Cable modem and LAN. The Content division of IMCL runs Premium Cable Bollywood Movie Channel 'CVO' which has the Largest Hindi movie library of 1000+ movies, and associations with leading banners in the Indian film industry to offer a full range of services including production, funding a distribution. CVO reaches 50 cities with 8 million household viewership. Shop24Seven is tlecst on the IMCL networknds vailable on timeslots through other satellite channels throughout India and Overseas. It currently has cusers in India, Middle East and Europe. IMCL leases its spare capacity in the fibre optics network to reputed telecom Companies such as Hutch, Tata and Railtel. IMCL is already providing twin play (Video content & Internet data) and is readying to provide 'triple play' through its network. As of March 2007, IMCL had posted Total Revenues of approximately Rs 270 crores (provisional & unaudited) and PAT of approx. Rs.99 crore (provisional) which includes Rs 86 crore profit from the Hutch stake sale. IMCL continues to be a debt free Company. As on date, Hinduja TMT owns 63% of IndusInd Media & Communications Ltd (IMCL). Additionally, it holds cash s 511 crores' and owns 47 acre property in Bangalore. The paid up capital of Hinduja TMT is approximately Rs 20.53 crores and Networth of about Rs 587 crores as on December 31, 2006. HTMT Global Solutions Ltd HTMT Global Solutions Ltd. (HTMT Global) is the new Company formed as a result of the demerger. It is a ¤ne-stop-shop' for customer needs in Information Technology Enabled Services space - from Business Process Outsourcing (BPO) to Contact Center services. HTMT Global excels in providing outsourcing solutions that include Back Office Processing, Contact center & Customized IT services to its global clientele comprising of several Fortune 500 Companies. HTMT Global has domain expertise across verticals like banking & Financials Services, Consumr Electronics, Healthcare & insurance, Telecommunications etc. It has an integrated delivery model with 19 delivery centres spread across USA, Canada, Mauritius, Philippines and India. From a beginning of 23 agents in 2000, on April 24, 2007, HTMT Global has over 9500 employees servicing more than 60 clients across the globe. The Company has world-class infrastructure. HTMT Global Solutions is amongst the few BPO businesses that is HIPPA complaint and has BS 7799 a ISO 9001:2000 quality certifications. It has received several industry accolades, the most recent being the award for the Best Performing Call Centre worldwide by the Global Services Magazine, in January 07. HTMT has also been ranked amongst the Best under a $1 billion Company in Asia by Forbes. With its existing revenue run rate of Rs 585 crore, HTMT Global, will be one of the largest listed BPO Companies in India. HTMT Global has a war chest of about USD 115m (approximately Rs 500 crore) to help the Company pursue its goal of becoming a USD 500 million Company by 2010 through its organic and inorganic growth initiatives. The paid up capital of HTMT Global is approximately Rs 20.53 crores and Networth of approximately Rs 650 crore as on December 2006. (As Per BSE Announcement Website Dated on 24/04/2007) Trading Members of the Exchange are hereby informed that the under-mentioned new securities of HTMT Global Solutions Limited (formerly known as HTMT Technologies Limited) are listed and permitted for trading with effect from Tuesday, June 19, 2007. Name of the Company : HTMT Global Solutions Limited (HGSL) Registered Office: In Centre, 49/50, M.I.D.C., 12th Road, Andheri (East), Mumbai - 400 093. Tel. No: 022 - 6691 0945 Fax No: 022 - 6691 0988 Email: somnath@htmt.soft.net Web: www.htmtglobal.com Securities : 2,05,38,003 equity shares of Rs.10/- each fully paid-up issued pursuant to the scheme of Arrangement and Reconstruction. Distinctive numbers : 1 - 20538003 Scrip Code : 532859 Group : A group Market Lot : 1 Share Face Value : Rs.10/- each fully paid Scrip ID on BOLT System : HTMTGLOBL Abbreviated name on BOLT System : HTMT GLOBAL ISIN No. : INE170I01016 2. Trading Members are requested to note that the Equity Shares in dematerialised form has been credited in the ISIN No INE170I01016. Trades affected in the scrip will be in unit market lot, i.e., one share in the Rolling Settlement. Exit route scheme for small investors announced vide Exchange Notice No. 1302/ 1999 dated April 15, 1999 will be available. 3. Trading members may please note that 41,07,700 equity shares of the Company, bearing distinctive nos. 302115 to 4409814 are under lock-in till June 30, 2010 and therefore these shares would not be good delivery in the market till then. The company has confirmed that these equity shares are held in demat form for which necessary corporate action has been executed to have lock-in period marked in the depository's record. 4. The particulars of the Scheme of Arrangement are as mentioned below: a) The Scheme of Arrangement of the Company was approved by the Hon'ble High Court of Judicature at Bombay, vide its order dated February 23, 2007. b) Appointed Date: October 1, 2006 c) Effective date: March 07, 2007 d) Date of Allotment: April 10, 2007 e) Pursuant to the Scheme of Arrangement, the Information Technology / Information Technology Enabled Services (IT/ITES) Undertaking of Hinduja TMT Limited (HTMT) has been transferred to and vested in HGSL as a going concern and in consideration thereof HGSL has allotted to the shareholders of HTMT 1 (One) fully paid up equity share of Rs.10/- each for every 2 (two) equity shares of Rs.10/- each held in HTMT as on record date. f) The issued, subscribed and paid-up capital of the Company after the Scheme of Arrangement is Rs.20.54 crores consisting of 2,05,38,003 Equity shares of Rs.10/- each. 5. As per Exchange Notice Nos. 20070310-1 and 20070315-22 dated March 10 and March 15, 2007, respectively HTMT had fixed April 09, 2007 as "Record Date", for giving effect to the scheme of arrangement. Accordingly dealing in the abovementioned securities of HTMT was stopped with effect from March 29, 2007. Trading in the equity shares of HTMT post de-merger has recommenced w.e.f. April 24, 2007. 6. The Information Memorandum containing all the information about the company can be viewed at http://www.bseindia.com/ipo/schema.asp or on the Company's Website on http://www.htmtglobal.com. 7. The share transfer documents should be sent to the registrar of the company at the address mentioned below: M/s Sharepro Services (I) Pvt. Ltd. (Unit: HTMT Global Solutions Ltd.) 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai - 400 021. e-mail: mazrine@shareproservices.com Contact Person: Ms. Mazrine Wadia Tel. No.: 022 - 22884526 Fax no: 022 - 22825484 8. The Company's Financial Year ends on 31st March. 9. In case the trading members require any clarification on the subject matter of the notice, they may please contact Mr. Somnath Majumdar, Senior Vice President and Head - Legal & Secretarial, on Tel. No. 022 66910945 or 9820520358 or the undersigned on Nos. 022 22721233/34 Extn. No.8133 or 9833805733. (As per BSE Notice dated on 15/06/2007)