Meeting Details

Type of Meeting: Postal Ballot (e-voting only)

Record Date: September 02, 2026

Voting Period: September 10, 2026 (9:00 AM IST) to October 09, 2026 (5:00 PM IST)

Total Shareholders on Record Date: 123,264

Physical Attendance: 0 shareholders (both promoters and public)

Video Conference Attendance: 0 shareholders (both promoters and public)

Proposed Resolutions and Implications

The postal ballot contained 8 resolutions:

Special Resolutions (Item 1-7):

1. Approval for extension of benefits under Hexaware Restricted Stock Unit Plan 2026 to employees of subsidiary companies

2. Approval for implementation of Hexaware Restricted Stock Unit Plan 2026 through trust route

3. Approval for acquisition of company shares by Hexaware Employees Benefit Trust through secondary acquisition

4. Approval for provision of money by company for share acquisition by trust for employee benefit

5. Approval of grant, issue and allotment of stock options under ESOP Plan 2024 and RSU Plan 2026 equal to or exceeding 1% of paid-up equity capital

Ordinary Resolution (Item 8):

Approval to amendment of incentive payment agreement with Mr. R. Srikrishna

Voting Process and Methods

The voting was conducted exclusively through e-voting on the NSDL platform. No physical polling or postal ballot forms were used. The company dispatched the notice via email to 117,811 members who had registered email IDs. The notice was also hosted on the company website (www.hexaware.com) and NSDL's e-voting website (www.evoting.nsdl.com). An advertisement was published in Business Standard (English) and Navshakti (Marathi) newspapers on September 10, 2026.

Key Voting Outcomes

Overall Participation

Total Outstanding Shares: 611,015,992

Total Votes Polled: 573,190,355 (93.8094% of outstanding shares)

Total Votes in Favor: 484,855,466 (84.5889% of votes polled)

Total Votes Against: 88,334,889 (15.4111% of votes polled)

Invalid Votes: 0

Votes Abstained: 0

Category-wise Breakdown

Promoter and Promoter Group:

  • Shares Held: 453,988,884
  • Votes Polled: 453,988,884 (100% participation)
  • Votes in Favor: 453,988,884 (100%)
  • Votes Against: 0 (0%)

Public Institutions:

  • Shares Held: 118,837,774
  • Votes Polled: 113,960,012 (95.8954% participation)
  • Votes in Favor: 25,638,017 (22.4973% of votes polled)
  • Votes Against: 88,321,995 (77.5026% of votes polled)

Public Non-Institutions:

  • Shares Held: 38,189,334
  • Votes Polled: 5,241,459 (13.7249% participation)
  • Votes in Favor: 5,228,565 (99.7539% of votes polled)
  • Votes Against: 12,894 (0.2460% of votes polled)

Resolution-wise Results

Resolution 1 (Special - RSU Plan Extension to Subsidiaries):

  • Total Votes Polled: 573,190,355
  • Votes in Favor: 484,855,466 (84.5889%)
  • Votes Against: 88,334,889 (15.4111%)

Resolution 2 (Special - RSU Plan Trust Implementation):

  • Total Votes Polled: 573,189,674
  • Votes in Favor: 484,860,768 (84.5899%)
  • Votes Against: 88,328,906 (15.4101%)

Resolution 3 (Special - Trust Share Acquisition):

  • Total Votes Polled: 573,189,674
  • Votes in Favor: 484,862,098 (84.5902%)
  • Votes Against: 88,327,576 (15.4098%)

Resolution 4 (Special - Company Funding for Trust):

  • Total Votes Polled: 573,189,674
  • Votes in Favor: 484,861,804 (84.5901%)
  • Votes Against: 88,327,870 (15.4099%)

Resolution 5 (Special - Stock Option Grants ≥1%):

  • Total Votes Polled: 573,189,648
  • Votes in Favor: 484,831,202 (84.5848%)
  • Votes Against: 88,358,446 (15.4152%)

Resolution 8 (Ordinary - R. Srikrishna Incentive Agreement):

Promoters were interested parties and did not vote

  • Total Votes Polled: 119,200,790 (only public shareholders)
  • Votes in Favor: 71,377,906 (59.8804%)
  • Votes Against: 47,822,884 (40.1196%)

Scrutinizer's Role and Findings

Scrutinizer: S. N. Ananthasubramanian & Co. (ICSI Unique Code: P1991MH040400)

Appointment Date: September 02, 2026

The scrutinizer verified that:

  • CA Magnum Holdings and Srikrishna Ramakarthikeyan were interested persons in Resolution 8
  • Votes cast by interested persons in Resolution 8 were invalidated
  • All other votes were valid
  • All resolutions were passed with requisite majority

The scrutinizer's report was signed by S. N. Viswanathan (Managing Partner, FCS: 13685, COP No.: 24335) and digitally signed by Ramakarthikeyan Srikrishna.

Compliance Confirmation

The company confirmed compliance with:

  • Section 108 and 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant MCA circulars

Additional Information

The scrutinizer's report and voting results are available on the company's website (www.hexaware.com) and NSDL's e-voting website (www.evoting.nsdl.com).