Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Hexaware Technologies Limited

Meeting Details

The approval is sought through a postal ballot process with remote e-voting only, without a physical meeting. The voting period commences from 9:00 a.m. (IST) on Thursday, September 10, 2026, and ends at 5:00 p.m. (IST) on Friday, October 09, 2026.

Proposed Resolutions and Implications

Item No. 1: Approval of Hexaware Restricted Stock Unit Plan, 2026

  • Special resolution to approve RSU Plan for up to 2,000,000 Restricted Stock Units
  • Each RSU convertible into one equity share of face value ₹1
  • Implementation through Hexaware Employees Benefit Trust (erstwhile Hexaware Employees Stock Option Trust - 2024)
  • Trust may acquire shares via fresh allotment and/or secondary acquisition

Item No. 2: Extension of RSU Plan to Subsidiary Companies

  • Special resolution to extend RSU benefits to eligible employees of subsidiary companies

Item No. 3: Implementation of RSU Plan through Trust Route

  • Special resolution approving trust implementation for RSU Plan

Item No. 4: Secondary Acquisition of Shares by Trust

  • Special resolution allowing trust to acquire shares through secondary acquisition
  • Secondary acquisition limited to 0.5% of paid-up equity capital per financial year
  • Total secondary acquisition cannot exceed 1% of paid-up equity capital

Item No. 5: Financial Assistance to Trust

  • Special resolution to provide loan/guarantee not exceeding 5% of paid-up capital and free reserves
  • Funds to enable trust to subscribe to/purchase equity shares for RSU Plan

Item No. 6: Amendment to ESOP Plan 2024

  • Special resolution to increase ESOP pool by 17,500,000 options (from 24,316,400 to 41,816,400 total)
  • Key amendments include extending exercise period from 3 to 6 years, expanding acceleration events, and renaming trust

Item No. 7: Approval for Grants Exceeding 1% of Capital

  • Special resolution for grants where aggregate exceeds 1% of issued capital in any year

Item No. 8: Amendment to Incentive Payment Agreement with Mr. R. Srikrishna

  • Ordinary resolution to amend incentive agreement due to CEO's resignation effective October 28, 2026
  • Reduces potential incentive payments by 50% across all MOIC thresholds

Voting Process and Methods

The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facility. Voting will be conducted exclusively through electronic means (remote e-voting) without physical polling. The voting rights are proportional to shares held as of the cut-off date (September 02, 2026).

Key Voting Outcomes and Participation

  • Total votes cast: To be determined after voting period concludes
  • Percentage in favor/against: To be announced within 48 hours of voting conclusion
  • Participation breakdown: To be provided in scrutinizer's report
  • Results will be intimated to BSE Limited and National Stock Exchange of India Limited

Scrutinizer's Role and Findings

M/s S.N. Ananthasubramanian & Co., Practising Company Secretaries, has been appointed as Scrutinizer. The Scrutinizer will submit a report to the Chairperson within the prescribed time period, conducting the process in a fair and transparent manner.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI Listing Regulations
  • Secretarial Standard on General Meetings (SS-2)
  • MCA General Circular Nos. 14/2020, 17/2020, and 3/2025
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Additional Information

The postal ballot notice is being sent only through electronic mode to members with registered email addresses. Physical copies are not being sent in view of applicable relaxations. The notice is available on the company's website at www.hexaware.com and on NSDL's e-voting platform.

Trustee details for Hexaware Employees Benefit Trust:

  • Uma Thomas - Chief Risk Officer
  • Riten Gosar - Vice President, Finance
  • Jacob P U - Senior Vice President, HR

All trustees are Indian nationals with no relationship to promoters, directors, or key managerial personnel.