Date: September 30, 2026

KMP / Board / Auditor Changes

Mr R. Srikrishna is stepping down as CEO in an orderly, agreed transition. He will continue with the Company as Senior Advisor with effect from 28 October 2026 to ensure a smooth leadership transition.

The Nomination and Remuneration Committee is chaired by an independent director with two-thirds of the Committee comprising independent directors.

Board Meeting Outcomes

The Board approved the amendment to the Incentive Payment Agreement with Mr R. Srikrishna on 2 September 2026.

All eight items in the Postal Ballot Notice dated 2 September 2026 involve no commitment of any cash cost to the Company. The share-based plans are expensed at fair value under Ind AS 102 which remains net-worth neutral.

Financial Results

The Company had a consolidated net worth of about Rs 63 billion as at 31st December 2025.

The Company generates strong operating cash flows and has no borrowings on its balance sheet.

About 95%+ of the Company's revenue in CY2025 came from clients outside India.

Other Operational / Legal / Strategic Disclosures

Response to Proxy Advisory Firms

The Company provided detailed responses to both IiAS and ISS regarding their voting recommendations on the eight postal ballot resolutions:

Item 1: Approval of Hexaware Restricted Stock Unit Plan 2026
  • Plan capped at 2,000,000 RSUs (about 0.33% of paid-up capital)
  • RSUs granted at face value, not at discount to market price
  • Minimum vesting period of 1 year as per SEBI regulations
  • Committee may attach performance conditions
  • Trust may purchase shares in market to satisfy exercises (no dilution)
Item 2: Extension of RSU Plan to employees of subsidiaries
  • About 15%+ of employees based outside India
  • Required by SEBI regulations, not an expansion
  • No incremental dilution
Item 3: Implementation through Hexaware Employees Benefit Trust
  • Trust constituted in 2024, being renamed for administrative efficiency
  • Trustees are senior employees (not directors, KMPs or promoters)
  • Trust does not vote the shares it holds
Item 4: Secondary acquisition of shares by Trust
  • Limits: 0.5% of paid-up capital per financial year and 1% in aggregate
  • Below SEBI ceilings of 2% per year and 5% aggregate
  • Prevents dilution when shares acquired from market
Item 5: Provision of money by Company to Trust
  • Capped at statutory ceiling of 5% of paid-up capital and free reserves
  • Interest-free loan repayable from exercise proceeds
  • Used only to acquire shares for plans
Item 6: Amendment of Hexaware Employees Stock Option Plan 2024
  • Pool increased by 17,500,000 options to 41,816,400 (about 2.9% dilution)
  • ESOP 2024 originally approved in May 2024 with 24.3 million options
  • As of 31 December 2025: 18.6 million options outstanding, 1.56 million shares allotted
  • Exercise period extended from three to six years
  • Acceleration provision added subject to minimum 1-year vesting period
Item 7: Grant of options and RSUs ≥1% of issued capital
  • SEBI requirement for individual grants exceeding 1%
  • All grants remain within approved pools
  • Annual disclosure requirements for grants to KMPs and senior management
Item 8: Amendment to Incentive Payment Agreement with Mr R. Srikrishna
  • Maximum payout reduced from USD 40 million to USD 20 million
  • Payment made by CA Sebright Investments from its own resources
  • Company has no cost, liability or contingent exposure
  • Payment contingent on CA Sebright fully exiting at ≥2.5x multiple
  • Requires approval of public shareholders only (Regulation 26(6) of SEBI Listing Regulations)
  • Original agreement approved by public shareholders on 30 April 2025

Voting Timeline

Remote e-voting open from 10 September 2026 to 5:00 PM IST on 9 October 2026.