To The Members,

The Directors are pleased to present their Thirty-third Annual Report on the business and operations of Hexaware Technologies Limited (hereafter referred to as 'the Group' or 'The Company') together with audited financial statements for the financial year ended December 31, 2025.

The financial statements are prepared in accordance with Indian Accounting Standards ('Ind AS').

Financial Performance

Consolidated Operations

(USD Mn)

Notes:

Refer note 34 to the consolidated financial statements for the basis for USD conversion.

Financial Performance

Consolidated Operations

Notes:

Refer page 130 &131 for the components of adjusted EBITDA.

Financial Performance

Standalone Operations

a) Consolidated Operations

Revenue from operations increased to INR 134,304 million in 2025 from INR 119,744 million in 2024, growth of 12.2%. The revenue in USD terms reached USD 1,537.4 million in 2025 from USD 1,428.9 million in 2024, growth of 7.6%. Revenue in constant currency was USD 1,529.8 million in 2025, a growth of 7.1%. Growth was driven largely by a volume increase.

Adjusted EBITDA increased to USD 263 million in 2025 compared to USD 247.7 million in 2024, an increase of 6.2%. In INR terms, it increased to INR 22,949 million in 2025 compared to INR 20,765 million in 2024, an increase of 10.5%.

Reported EBITDA was at INR 22,997 million in 2025 as against INR 19,051 million in 2024, growth of 20.7%. Profit before tax grew 10.7% to INR 17,268 million 2025 compared to INR 15,603 million in 2024.

Profit after tax grew 16.6 % to INR 13,683 million in 2025 compared to INR 11,740 million in 2024. PAT margins grew from 9.8% in 2024 to 10.2% in 2025.

Over the past few years, the focus has been on adding and growing clients with a meaningful revenue base. This has led to revenue growth being higher than the growth in the number of accounts, leading to increased revenue per client.

Client Pyramid

b) Standalone Operations

In the year 2025, the revenue of the standalone legal entity increased by 17.5% to INR 73,888 million in comparison with revenue of INR 62,887 million in the previous year. The net profit after tax was INR 7,796 million as compared to INR 7,840 million in 2024.

Equity Share Capital

The paid-up Equity Share Capital of the Company as on December 31, 2025, was INR 609 million comprising 609,342,863 Equity Shares of INR 1/- each. During the year, 1,798,195 shares were exercised under different ESOP schemes.

Other Equity (reserve and surplus and other comprehensive income)

The Standalone total other equity increased to INR 31,983 million as compared to INR 30,912 million as of 2024, an increase of INR 1,071 million.

The Consolidated other equity increased to INR 62,517 million as compared to INR 52,938 million as of 2024, an increase of INR 9,579 million. The securities premium reserve balances stood at INR 5,967 million. The balance of the retained earnings after the appropriations for the year is INR 21,848 million on a standalone basis. On a consolidated basis, the balance in the retained earnings stands at INR 45,210 million.

The year-end cash flow hedging reserve (net of tax) stood at loss of INR 1,112 million on standalone basis and INR 1,111 million on a consolidated basis, as compared to a loss of INR 364 million on a standalone and INR 363 million on consolidated basis in the previous year recognized in accordance with the hedge accounting provision of Ind AS 109 Financial Instruments.

As at December 31, 2025, the Company has a balance of INR 1,046 million in employee stock, named as share options outstanding, a reserve being amortization of compensation cost of RSUs granted to the employees of the Group.

There was no transfer to the general reserve during the year. The general reserve balance at the end of the year was INR 2,118 million on a standalone basis and INR 2,144 million on a consolidated basis.

Dividend

During the year 2025, the Company paid two interim dividends on equity shares, First Interim Dividend 2025 INR 5.75 (575%), and Second Interim Dividend 2025 INR

5.75 (575%) totaling to INR 11.50 per share (1,150%). The total dividend declared and paid in 2025 on account of interim dividend amounts to INR 6,995 million.

Particulars of Loan, Guarantee, or Investments

Loan, guarantees, and investments covered under section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this Annual Report. Please refer to note no. 10A, 10B of Consolidated Financial Statements.

Cash Flow

The cash generated from operations in 2025 was INR 17,391 million. The Company has invested INR 1,675 million in property, plant, and equipment and intangible assets mainly for procuring laptops for employees and for the new development center in Pune. INR 7,452 million for acquisition of businesses, namely, SMC Squared and CyberSolve.

During the year, the Company paid dividend including tax deducted at source of INR 6,995 million and lease rental of INR 1,668 million.

The Company has received INR 599 million from the issue of shares. As of December 31, 2025, the cash position of the Company was INR 19,878 million (including the restricted bank balance), equivalent to USD 221.2 million. The total cash and bank balance was at INR 19,708 million equivalent to USD 219.3 million.

Delivery Centers

The Company has delivery centers across the globe, India based global delivery centers and overseas global delivery centers, details of which are provided below:

Material Changes from the End of the Financial Year till Date of the Report

There are no material changes or commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Company's Major Achievements in 2025

In 2025, growth in revenue was 12.2% in INR terms and 7.1% in constant currency compared to 2024.

Adjusted EBITDA increased by 10.5% in INR terms and 6.2% in USD terms.

PAT Margin improved in 2025 to 10.2% compared to 9.8% in 2024.

Subsidiaries

As on December 31, 2025, the Company had 34 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. During the year the Company has incorporated the following subsidiaries:

1. Hexaware Technologies Services

2. Hexaware Technologies Colombia S.A.S. During the year Hexaware Nevada, Inc. and Softcrylic Technologies, Inc. were closed through voluntarily liquidation on October 16, 2025, and October 29, 2025, respectively.

In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company and all its subsidiaries, forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of all the subsidiaries in the prescribed format AOC - 1 is appended as Annexure I to this Board's report. The statement also provides details of financial position of each of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of each of its subsidiaries, will be available for inspection in electronic mode. Any shareholder interested may write to the Company Secretary at investori@hexaware.com.

Human Resource Capital

At Hexaware, Human Capital is not just a resource it is the foundation of our business. Our talented workforce powers innovation and excellence, enabling us to deliver world-class IT services to clients across the globe. Their expertise and creativity are the driving forces behind our success, making talent acquisition, development, and retention integral to our strategic vision.

We are harnessing the power of digital technologies to reimagine every facet of our operations, from business models and product offerings to internal processes and employee experiences. This transformation is aimed at unlocking growth, enhancing agility, and achieving operational excellence. Aligning individual passions and strengths with organizational goals remains central to our philosophy, creating a dynamic and supportive environment that fuels innovation and progress.

Building a Future-ready Workforce

Our recruitment strategy continues to evolve through employee referrals, job fairs, social media engagement, and campus hiring initiatives. As of December 31, 2025, our workforce strength stood at 33,844 professionals, each contributing to our journey of excellence.

Championing Diversity and Inclusion

We take pride in fostering an inclusive workplace where diversity thrives. Women now represent 34.3% of our workforce, reflecting our commitment to gender balance and equal opportunity.

Engagement and Retention: A Culture of Care

Our sustained efforts to make Hexaware a 'Great Place to Work' are evident in our focus on career development and employee well-being. With an attrition rate of 11% as of December 31, 2025, we continue to outperform industry benchmarks, thanks to policies that prioritize employee interests and welfare.

Human Capital Strategy: Talent-first Approach

Our strategy revolves around a 'talent-first' culture attracting, nurturing, and retaining top talent to drive superior organizational performance. By understanding employee aspirations and aligning them with business objectives, we position Hexaware as an 'Employer of Choice,' powered by passionate teams and a culture of innovation and automation.

In 2025, Hexaware won the 'WOW Workplace Award' by Workplace of Winners (by Jombay). This recognition is based on genuine employee reviews from platforms like Glassdoor, Indeed, and Ambition Box. Hexaware was also recognized as one of the 'Top 50 Happy Companies to Work For' at the prestigious World HRD Congress Awards 2025. This award celebrates our focus on building a people-first culture, driven by passion, excellence, and a strong social heart.

Rewards & Recognition (R&R)

The Rewards & Recognition program is designed to acknowledge exceptional contributions and foster a culture of continuous appreciation within the organization. This structured framework establishes a strong foundation for high performance by reinforcing behaviors that align with our core values. By expanding the scope of recognized achievements and enhancing reward opportunities across all levels, we aim to create an environment that promotes excellence and engagement.

Key awards under the R&R program include:

 Pinnacle Award

 Rockstar of the Month Award

 Dashing Debut Award

 Dream Team Award

 Culture Champs Award

 Tech Gig (Guru) Award

 Peer-to-Peer Award

In addition to these awards, the program encompasses The Navigator Program, an initiative that honors employees who have completed 5, 10, 15, or 20 years of service with the Company. This event has been hosted in various global locations, including Dubai, Belgium, the Netherlands, Chennai, and Mumbai. Through this program, we proudly celebrate our employees who serve as guiding lights on our journey towards becoming the world's most admired digital transformation partner. These milestones reflect unwavering commitment and the strong bonds that drive collective success.

Recognition and appreciation for outstanding contributions are facilitated through our platform, InAwE^H, ensuring that deserving employees receive the acknowledgment of their merit.

Belong & Beyond

The essence of this engagement program (June to August 2025) was to create a holistic, high-energy engagement journey that would strengthen employee connection, foster learning, and builds a culture of recognition and well-being. For a month, the initiatives spanned employee engagement, early risk management, branding, wellness, gratitude, career development, and policy enhancements, ensuring that employees feel valued, supported, and empowered. By combining structured connects, vibrant campaigns, wellness activities, and growth opportunities, the campaign aimed to boost morale, reduce attrition, and reinforce organizational identity, making the workplace both engaging and future ready.

Each week focused on a different theme, such as Learning, Wellness, Light and Bright Campaign, Gratitude Week, DEI, Career Focus, Mavericks, and Hexaware Future Leaders and Executives (HFLX) Learning and Development.

BrainBox Awards

Hexaware employees drive innovation and deliver exceptional value through Customer Value Add (CVA) initiatives. The BrainBox platform serves as a collaborative space for sharing impactful ideas that enhance client projects. This program strengthens engagement and future-focused investment across the organization. Each year, over half of our workforce actively contributes to CVAs, generating transformative solutions for customer IT ecosystems. To date, more than 7,417 ideas have been successfully implemented, with nearly 70% centered on automation, resulting in cost savings exceeding USD 242 million.

Amber: Our Virtual Assistant

Since early 2020, we have been operating in virtual and hybrid work environments, making it even more critical to maintain strong connections with employees at an individual level. To achieve this, we leverage Amber, our virtual assistant, who engages with employees throughout their life cycle from joining to exit.

Amber plays a key role in:

 Gathering feedback at a micro level and escalating critical issues requiring attention

 Conducting pulse surveys to capture group sentiments on diverse topics, enabling us to understand collective perspectives and trends

 Supporting a focus-group approach that provides deeper insights and drives meaningful actions to enhance employee experience

While we did not conduct a target audience-specific ESAT survey this year, continuous feedback collection through Amber has ensured ongoing engagement measurement. Additionally, various businesses within the organization have utilized our 'Pulse' module to gather targeted feedback on specific topics.

2025 Engagement Metrics

 Overall Engagement Score: 83

 Mood Score: 4.2 / 5

 Net Promoter Score (NPS): 39

These scores reflects a strong level of employee engagement and satisfaction across the organization.

MENTOR App

Hexaware has optimized the in-house application called the MENTOR App, an innovative platform that streamlines its internal mentorship program and encourages a culture of continuous learning.

Key Features of the MENTOR App

 Streamlined Mentorship: The app simplifies the process of connecting mentors and mentees within the organization.

 Knowledge Exchange: It facilitates a dynamic exchange of knowledge, moving away from rigid, hierarchical learning.

 Reverse Mentoring: The platform specifically encourages reverse mentoring, where junior employees can share their expertise in emerging fields (like AI and new technologies) with senior colleagues.

FITHexaware

GMI FlexCare: In 2025, we launched FlexCare, a flexible, customizable benefits program that employees to opt for an enhanced base sum insured for self and parents, a separate parental policy, Personal Accident cover, and Term Life top-up. In addition, employees can choose enhanced parental care, pregnancy support, and other tailored add-ons, enabling them to design protection that truly fits their family 's needs.

 OPD and Preventive Healthcare: We introduced contactless, AI-based health monitoring alongside a range of other services. As part of FitHexaware, we organized free audiometry, hair and skin analysis, vision, dental, and BMI camps at offshore locations. These initiatives reflect our commitment to preventive healthcare, early detection, and informed health management. We also hosted a Health Carnival, including bottle-painting and pot-making activities, to promote wellness in a fun and engaging way.

 Elder Care Program: To support employees with caregiving responsibilities for aging family members, we provide targeted assistance and resources through our Elder Care initiative.

Mobility Support Secondhand Car Lease: To expand employee mobility options, we introduced a second-hand car lease program alongside our New Car Lease option. Eligibility was broadened so more employees could benefit. This provides tax-efficient, predictable, low-hassle access to second-hand vehicles, improving mobility and saving money.

Hexaware has been honored with the 'Prostar 2025: Buddies of Wellness Award.' This recognition celebrates our sustained commitment to employee wellbeing, a culture of care, and our ongoing efforts to build a healthy, engaging workplace where everyone can thrive.

Talent Management

Hexaware's talent management philosophy is about powering transformation and fueling growth. We champion a culture that celebrates talent, rewards brilliance, and keeps customer success at the heart of everything we do. Our people-first approach is designed to unlock potential, accelerate learning, and drive high performance, ensuring our consultants stay ahead in a rapidly evolving market.

Performance Management

Hexaware has a robust cloud-based system called PROPEL to ensure that performance is recorded for every employee. We are leveraging technology in a myriad of ways. The seamless self-service tool ensures ownership at all levels of the hierarchy.

Goal setting:The tool helps set, track, and monitor individual and team goals. Employees can update the goal progress throughout the year. It also allows managers to share and cascade goals, creating a cohesive link between organizational, team, and individual goals.

 Performance reviews: The tool assists in recording employee and manager feedback and makes the process seamless. It tracks completion, sends regular reminders to employees / managers, and keeps everyone on track.

Real-time feedback: Performance management is a year-long process, not a year-end one-time activity. Hence throughout the year, we conduct four quarterly check-ins. The tool enables employees to gather feedback and managers to provide feedback instantly rather than wait for the end of the year. This continuity ensures that our year-end appraisals are grounded in a comprehensive understanding of employees' progress and contributions.

Information Security

Information security at the Company is governed and managed to ensure data confidentiality, integrity, and availability in the face of evolving threats such as unauthorized access, malicious attacks, and service disruptions. Our Information Security Management System (ISMS) is built on processes, procedures, and guidelines aligned with international standards and industry best practices.

With a zero-trust objective, the Company's security program undergoes continuous review and enhancement to adopt the latest technologies and tools, ensuring a competitive advantage. Recent advancements include the institutionalization of Attack Surface Management tools, RED team exercises, and early adoption of cutting-edge technologies such as Endpoint Detection and Response (EDR/XDR), Secure Access Service Edge (SASE) solutions, and Multi-Factor Authentication (MFA) for secure remote access.

Our security processes follow best practices from NIST, SANS, CISA, and CERT, ensuring compliance with all relevant legal, regulatory, and contractual requirements. Daily cybersecurity benchmarking and continuous monitoring by IT security experts keep the Company among the top industry performers. The Security Operations Center (SOC) is equipped with next-generation Security Information and Event Management (SIEM), threat hunting, and vulnerability management capabilities.

We maintain rigorous global data privacy compliance, including GDPR, and regularly update our practices to align with the privacy laws of all operational countries, including India. Our ISO 27001 and ISO 22301 certifications affirm our strong security posture and compliance, while annual SOC 1 and SOC 2 Type 2 assessments evaluate the effectiveness of our controls.

Security training and awareness are deeply embedded in our company culture, complemented by stringent supplier security measures to mitigate supply chain risks. By mapping our processes against frameworks like NIST CSF and CIS Controls for global benchmarking, the Company distinguishes itself as a cybersecurity leader.

Business resilience is continuously strengthened through regular disaster recovery and cybersecurity drills, including simulated DDoS and ransomware incident responses. These efforts are supported by an out-of-band communication platform to ensure uninterrupted business service continuity and effective disaster management. This comprehensive approach meets and exceeds customer expectations for high availability and security assurance.

Key Initiatives and Progress in Cybersecurity and Data Privacy

Cybersecurity Initiatives and Progress

We have implemented several key initiatives to enhance our cybersecurity and data protection framework:

 Data Security Posture Management (DSPM): Deployed a DSPM solution for M365 workloads to monitor, refine, and strengthen data security, protecting against unauthorized access, misuse, or theft

 Cloud Security Posture Management (CSPM): Deployed a CSPM solution to regulate multiple CSP business accounts for CIS benchmarked security adoption and vulnerability monitoring and remediation

 Out-of-Band (OOB) Communication Platform: Established as part of our crisis communication strategy to ensure reliable communication during incidents

 External Security Assessments: Conducted periodic external assessments to improve our Information Security Management System (ISMS), Privacy, and Business Continuity frameworks. We also introduced a cyber crisis incident assessment framework for detailed impact analysis during cyber events

 Hi-Trust Certification: Achieved certification for selected customers, demonstrating compliance with rigorous security and privacy standards

 ISMS Updates: Aligned ISMS processes with the ISO 27001:2022 standard, as well as with the Digital Operational Resilience Act (DORA) and Network and Information Security Directive 2 (NIS2) frameworks

 Security Program Assessment: Engaged external audits and assessment agencies and tools to identify vulnerabilities and improve our security posture, incident response, attack surface management, and continuous automated red teaming and mitigation capabilities

Information Security, Compliance, and Privacy

Framework Enhancements

The following activities were carried out by the Company:

 Internal Audits: Quarterly audits at the account level assessing security system reliability, information security structure, and system integrity

 External Audits: For compliance with ISO 27001 and ISO 22301 standards, along with SOC 1 Type II and SOC 2 Type II assessments to ensure security, availability, processing integrity, confidentiality, and privacy controls

 Employee Training: Mandatory periodic security awareness training and annual assessments, with compliance tracking

 Security Awareness Communications: Organization-wide emails highlighting current and emerging threats

 Phishing Training: Regular phishing awareness programs and quarterly simulation exercises for all employees

 Technical and Organizational Security Measures: Comprehensive controls including network security, access controls, data retention and disposal, device encryption, endpoint security, data transmission controls, vulnerability management, incident response, governance reviews, and business continuity management

 Supplier Management: Supplier risk assessments before onboarding, enforce data privacy agreements with standard contractual clauses, and conduct annual supplier risk evaluations to ensure control effectiveness

Data Privacy and Compliance Framework

 Global Compliance: The Company regularly updates data privacy framework to align with evolving global standards such as GDPR, Privacy Laws of countries where we operate

 External Certifications: The Company has successfully passed external audits for ISO 22301 (business continuity) and ISO 27001 (information security), confirming our strong security posture

Management Approach for Data Protection

& Privacy and steps taken by the Company:

 Data protection and privacy policy: Defined, documented, and reviewed annually by the Head of InfoSec Governance or upon significant change

 Organizational structure: Clear roles including Data Protection Officer, Privacy Compliance Team, Privacy Points of Contact, and Legal Team

 Data protection officer: Appointed to oversee compliance with data privacy requirements

 Regulatory registration: Annual registration with the ICO (UK) and the Data Privacy Shield (USA)

 Data Protection Impact Assessments (DPIAs): Conducted at project and functional levels to identify privacy risks

 Centralized Privacy Risk Repository: Maintains privacy-related risks collected from delivery teams

 Internal audits: Quarterly audits to ensure ongoing privacy compliance

 Status dashboards: Shared with the steering committee to monitor progress and action items.

 Employee training: Mandatory annual data privacy training and assessments

 Standard contractual clauses: Executed between entities to secure third-country data transfers.

 Transfer impact assessments: Conducted for data transfers from the UK to India and the UK to the Philippines

 Technical and organizational measures: Implemented controls including information security management, network security, access controls, asset classification, data retention and disposal, device encryption, data leakage prevention, endpoint security, and data transmission controls

 Change management: Managed updates to privacy processes and assets based on audit findings or regulatory changes

Quality Assurance

The Company has consistently demonstrated its dedication to maintaining the highest quality standards, employing best-in-class software delivery processes, enforcing strong information security measures, and implementing mature corporate governance and business continuity frameworks. These combined efforts have driven the achievement of key milestones throughout the year. The Company also continues to comply with internationally recognized quality certifications, such as ISO 9001, ISO 27001, ISO 22301, ISO 20000, ISO 14001, ISO 45001, ISO 50001, CMMI version 3.0 for Development & Services, ISAE 3402, and SSAE 16 SOC-2 Type II.

In response to evolving industry trends, the Company has incorporated the ISO 42001:2023 Artificial Intelligence Management Standard (AIMS) into its processes, acknowledging the beneficial impact this will have on our business and stakeholders. To enhance long-term stakeholder engagement and maintain the highest standards of corporate values and ethics, the company has aligned it practices with ISO 37001:2025 - the Anti-Bribery Management System and got certified for it in Q1 2026.

In today's competitive landscape, customer experience remains a critical driver of the Company 's business success. Each year, an independent agency conducts an annual customer delight survey. The Company firmly believes that the survey results reaffirm our unwavering commitment to excellence and highlight the strategic value delivered through digital transformation, competitive pricing, and strong customer relationships. This year, the Company achieved a CX Index score of 76.5 and an NPS of 65. Looking ahead, the Company remains dedicated to exceeding expectations and driving meaningful impact across our customers' digital ecosystems and beyond.

Benefits to Customers

Brainbox continues to serve as a powerful platform for fostering innovation and delivering measurable value to customers. By leveraging insights from customer engagements, the initiative encourages creativity and structured ideation across categories such as automation, productivity enhancement, financial optimization, and accelerated time-to-market. During the latest cycle, employees contributed over 1,250 ideas, with 850 successfully implemented, resulting in savings of more than USD 36.5 million and approximately 400,000 hours.

Key contributors include H&I, BFS, ADM, BIBA, IMS, and M&C verticals, collectively driving impactful Customer Value Adds (CVAs). The distribution of implemented CVAs spans productivity, financial savings, market ideas, and time-to-market improvements, reinforcing a culture of expertise, problem-solving, and technical excellence.

Through structured governance and a CEO-driven rewards program, participation continues to grow, reflecting employee passion for delivering exceptional outcomes. Customers benefit from improved delivery quality, reduced defects, shorter cycle times, and robust security practices all contributing to enhanced system performance, stability, and cost optimization. This approach consistently exceeds expectations, strengthens relationships, and drives repeat business.

Change in Share Capital

There was no change in share capital except on account of issuance of shares under the ESOP schemes. During the year under review, the Company got listed on the 'BSE Limited' and 'National Stock Exchange of India Limited' through an Offer for Sale (OFS) of 123,720,440 equity shares of face value of INR 1/- each for cash, at a price of INR 708 per equity share aggregating to INR 87,500 million by CA Magnum Holdings, Promoter Company.

Company Focused on Corporate Governance

The Company's Corporate Governance philosophy controls our business strategies and guarantees financial responsibility, moral business conduct, and equity for all parties involved, including employees, investors, clients, suppliers, regulators, and the general public. We are dedicated to optimizing the value of our stakeholders and viewing them as partners in our success. Following its IPO, the Company complies with the Corporate Governance requirements enshrined in the SEBI Regulations.

For its employees, senior management, and board of directors, we have developed a Code of Conduct that outlines the roles, responsibilities, and authorities at each level as well as important functionaries involved in governance. Our chief executive officer has affirmed that the Company's directors and senior management have adhered to the Code of Conduct during the year under review.

The Company has been recognized by the Institute of Company Secretaries of India in the Unlisted Segment: Medium Category of the ICSI National Awards for Excellence in Corporate Governance for the year 2023 and 2022.

A separate report on Corporate Governance along with certificate from the Secretarial Auditor on its compliance forms part of this Report.

Enterprise Risk Management

Operating in a dynamic and challenging environment requires us to stay proactive in identifying and managing risks. To achieve this, we have implemented a robust Enterprise Risk Management (ERM) framework that plays a pivotal role in safeguarding our business operations, financial performance, and market competitiveness. Effective risk management is essential for maintaining stakeholder confidence and protecting our reputation.

Our ERM framework is designed to identify, assess, monitor, and mitigate strategic and operational risks across the organization. It is aligned with globally recognized standards - COSO ERM 2017 and ISO 31000:2018, ensuring adherence to best practices. This integration enables risk considerations to be embedded into our decision-making and operational processes. Risks from different sources across the organization are identified, analyzed, and controlled within the enterprise risk management framework of the organization and risks are treated on a timely basis with strong risk mitigation strategies and early warning indicators formulated for these risks.

Key features of our risk management approach include:

Comprehensive Risk Coverage: Both financial and non-financial risks are regularly reviewed and tracked by relevant stakeholders.

Early Warning Indicators (EWIs): We have established EWIs to monitor risk appetite and thresholds, ensuring timely intervention before risks escalate.

Continuous Monitoring: Risks are assessed and monitored on an ongoing basis to maintain resilience and operational continuity.

A well-defined risk governance structure ensures clarity in roles and responsibilities. Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR'), the Board considered and approved the constitution of Risk Management Committee of the Company under the provisions of the SEBI LODR, with all amendments thereto. Refer to page no. 182 & 183 for the members of the Risk Management Committee and terms of reference. Strategic oversight rests with the Risk Management Committee of the Board, while operational risks are reviewed by the Operations Management Council, comprising the Company's CXOs. This layered governance model promotes accountability and transparency across all levels.

Further details on the risks faced by the Company and corresponding mitigation measures are provided in the Management Discussion and Analysis section of this Annual Report.

Insurance

In today's rapidly evolving and increasingly complex business environment, the Company's operations, assets, directors, officers, and employees are subject to a broad spectrum of potential financial and operational risks. These risks may arise from claims initiated by customers, third parties, regulators, employees, and other stakeholders. To effectively mitigate the financial impact of such unforeseen exposures, the Company has instituted a comprehensive and resilient insurance program. This program includes coverage under a wide range of specialized policies, such as Commercial General Liability, Errors and Omissions, Cyber Liability, Crime, Employment Practices Liability, Directors and Officers Liability, Property Insurance, and other relevant protections designed to safeguard the interest of the Company and stakeholders.

The Company acknowledges that the risk landscape continues to evolve with changes in business operations, regulatory requirements, and global industry trends. Accordingly, all insurance policies are reviewed on an ongoing basis, and enhancements are implemented to ensure continued alignment with emerging risks and established best practices. This proactive approach ensures that Hexaware's insurance coverage is consistently robust and resilient.

In addition to safeguarding its assets and leadership, we remain deeply committed to the welfare of our employees. Comprehensive insurance coverage is provided for employees, and their dependents, offering protection against hospitalization, accidents, loss of life, and other unforeseen events. This commitment reflects the Company's dedication to supporting the financial security and overall well-being of the workforce and their families.

Internal Financial Control Systems

The Company's Board of Directors have established internal financial controls that the business must adhere to, and that are sufficient and functional. The internal controls of the Company are appropriate for its size and type of business. These have been created to offer a reasonable level of assurance regarding the recording and provision of trustworthy financial and operational data, adhering to relevant legal requirements, protecting assets from unauthorized use, carrying out transactions with the appropriate authorization, and guaranteeing adherence to corporate policies.

The Audit Committee consists of professionally competent directors who work with management, internal auditors, and statutory auditors on issues falling under its purview.

The financial accounts included in this annual report have been audited by the Company's Statutory Auditors, BSR & Co. LLP, who have also released an attestation report on the Company's internal control over financial reporting (as defined in section 143 of the Companies Act, 2013).

PricewaterhouseCoopers Services LLP has been appointed by the Company to supervise and conduct Internal Audit of its operations. The audit is predicated on an internal audit plan that is examined annually by the Statutory Auditors and the Audit Committee. The evaluation of internal controls in the Company's operations, including software delivery, accounting and finance, procurement, employee engagement, travel, insurance, and IT systems, including subsidiaries and overseas branches, is the focus of internal audit.

Further details regarding internal financial control are included in the Management Discussion and Analysis, which forms part of this report. Report of Statutory Auditor on Internal Financial Control is also included in this report, on Page 260.

Code on Prevention of Insider Trading

In accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted and implemented a Securities Dealing Code. This code lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares, reporting of the trade executed and sharing Unpublished Price Sensitive Information ('UPSI'). The Code covers the Company's obligation to maintain a structured digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Training programs were also conducted to spread awareness among designated person. The Audit Committee also reviews the compliances under the regulation at the quarterly/ annual meetings.

Code of Fair Disclosure

The Company's Code of Fair Disclosure is placed on the website of the Company https://hexaware.com/policy/ corporate-governance-policies/.

HexaVarsity, Our Corporate University

With the objective of making Hexaware the best company globally for consultants to learn and grow and with Agentic AI growing in influence across service lines, HexaVarsity continued making some radical shifts to our learning philosophy and approach. We switched to a model where we made learning a magnet for career growth and incentivized learners and trainers alike with instant rewards, the learning rewards being differentiated based on the nature of skills/ certifications across the 4 skills horizons Sunsetting, Popular, Emerging, and Next Gen skills. To embed a culture of continuous learning, the focus this year was to build skills on learnability and adaptability in our consultants, besides the tech training programs throughout the year. Hackathons, Tech Academies, and the Club Synergy initiatives were successful as many consultants joined the community-driven learning programs for various technologies and these served as platforms for solving tech challenges as well as learning new trends.

With our 'Own Your Game' philosophy, HexaVarsity has opened all learning paths for various role-based specializations to the entire workforce, allowing employees to choose regardless of their current role or skills. This democratizes the ability to select a career path with the associated training and certifications as prerequisites, while ensuring that essential skills, such as AI, are embraced by the entire workforce, whether consultants are in customer-facing or corporate roles.

Workforce Transformation Using SONIC Certification Program

The SONIC platform for upskilling, reskilling, and cross-skilling leverages customized online training content as well as industry-led training programs with a laser-sharp focus on industry certifications.

All Hexawarians continue to enthusiastically embrace SONIC which is evidenced by the fact that we clocked over 33,000 industry certifications in the year (nearly two and a half times the number of certifications over 2024) with over 70% of these certifications in advanced tech areas like AI/ML, Azure/AWS/GCP Cloud, ServiceNow, Python, Databricks, Snowflake, etc.

Over 340 instructor-led technical training sessions conducted for the skills in demand, covering over 27,000 consultants in Agentic AI, GitHub Copilot, DevOps, Automation testing, Cloud, Containers, Python, UX, Databricks, Agile, Angular, Data visualization, React, SNOW etc.

With the rapid pace of changes in AI and Agentic AI showing promising signs of becoming mainstream, HexaVarsity doubled down on re-calibrating our AI training focused on three broad cohorts:

Build.ai: Comprising architects and developers who create AI agents

Collaborate.ai: Domain experts and engineers who use and refine these agents

Manage.ai: Project leaders who lead teams where humans and AI tools work side by side

The AI training courses are customized for these cohorts and delivered via the Agentic Architect and Developer Academy and GenAI Academy, in addition to AI platform specific training for the Collaborate.ai cohort. The Python Academy provides advanced Python training that spans all three cohorts.

HexaVarsity conducted seven hackathons with 1,200+ consultants solving real use cases sourced from the verticals using GenAI, Agentic AI, and GitHub. Some of the outcomes from these hackathons have also resulted in production-ready apps that have addressed the

Company's requirements and have been made available to all our consultants like the Mentor-Mentee app, Safe Space, etc.

Organization Development Programs

Mid-Management Transformation

The Mid-Management Transformation (MMT) Program covered 157 client partners, Account Managers and Account Service Delivery Managers this year. The scope of executive coaching was extended to 67 senior leaders this year as they are mentored and groomed for their next role.

HexaVarsity helped elevate the capability and effectiveness of its leads and managers through the leadership capability programs. Role-based journeys were designed for eight business units to improve specific behavioral skills, boosting performance. Additionally, HexaVarsity developed soft skills and behavioral programs for multiple client engagements across verticals, targeting business outcomes based on client and stakeholder needs. The impact of these development programs is regularly evaluated, with success stories highlighting the transformation in individuals, customer interactions, and operations.

The Hexaware Chennai Toastmasters club, a platform for improving communication and public speaking, is run through voluntary employee participation and has been recognized with multiple awards over the years. The Company has launched several such strategic initiatives aimed at attracting and nurturing top campus talent.

Mavericks Program

HexaVarsity plays a pivotal role in preparing young minds hired from campus for our workforce. Our flagship campus learning program, the Mavericks Learning Program, has continuously evolved to produce outstanding professionals and ensure a sustainable talent pipeline. This development program provides a strong digital foundation, followed by specialized role-based training. Continuous learning and assessments ensure that participants are well-equipped to meet our business demands.

The Mavericks Learning Program is strategically planned on a global scale annually. In 2025, the Mavericks training was enhanced with a series of hands-on assessments in cloud training labs tailored to each vertical, resulting in highly productive teams driven by the Mavericks. To further elevate the program, Mavericks complete industry-recognized external certifications to achieve technical excellence. The Company ensures the quality of our Mavericks through a comprehensive three-dimensional evaluation process, which includes hands-on activities, assignments, coding challenges, project evaluations, and technical discussions.

The Company has conducted three Designathons for the Mavericks, with over 1,000 participants showcasing their competence in skills such as GenAI, cloud, and full-stack development. Through these Designathons, 12 application idea prototypes were developed, highlighting the innovative potential and creativity of the participants.

The Segue Program is our flagship initiative designed to meet the ever-increasing business demand for campus talent in the coming years. Under this program, the Company has signed MOUs with leading institutions to pre-select candidates early and enroll them in industry-specific learning programs. This ensures that new campus graduates are digital-ready from Day 1 of onboarding.

Hexaware Future Leaders and Executives (HFLX)

In 2025, the Company has successfully inducted management graduates from top business schools to nurture and develop future leadership talent for the Company. HexaVarsity played a key role in their induction and training during the year.

Communication Development

HexaVarsity launched a tool-based English language enhancement program with an external learning partner

Burlington English. The Burlington English Tool is a speech engine designed for language learning and caters to development and enhancement of listening, speaking, reading, and writing skills of the English language. The Hexaware Chennai Toastmasters club, a platform for improving communication and public speaking, is run through voluntary employee participation and has been recognized with multiple awards over the years.

Women Leadership Development

The Company is committed to diversity and inclusion in its workforce. During the year, the future women leaders identified through the 'Rising Women@Hexaware' program went through a structured individual development journey encompassing workshops, coaching sessions, mentoring, and peer learning.

Related Party Transactions

During the financial year 2025, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) 2014, applicable provisions of SEBI LODR all of which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder as per philosophy of adhering to highest ethical standards, transparency, and accountability.

Prior omnibus approval of the Audit Committee and Board was obtained for the transactions which are foreseeable and of a repetitive nature as per approved criteria for ominbus approval. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis for its review, and prior omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. The policy on Related Party Transactions is uploaded to the Company's website at https://hexaware.com/policy/ corporate-governance-policies/.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other Designated Persons which may have a potential conflict with the interest of the Company at large. Pursuant to Regulation 23(9) of SEBI LODR, the Company has filed the reports on related party transactions with the Stock Exchanges.

Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are given in Form No.AOC-2 as an Annexure-II to this report.

Employee Stock Option Plans (ESOPs)

The Company has introduced ESOPs from time to time to motivate, incentivize, retain, attract new talent, and inculcate the feeling of employee ownership, and reward employees of the Company and employees of subsidiaries.

No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant. During the year 2025, 1,798,195 options were exercised, and shares were allotted to the employees upon their exercise.

Details of the shares issued under Employee Stock Option Plan (ESOP), and the disclosures in compliance with Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the website of the Company at the following link: http:// hexaware.com/investors

The Company has received a certificate from the Secretarial Auditor confirming implementation of the plans in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The same shall be available for inspection during the Annual General

Meeting. Members can write to the Company Secretary for inspection at investori@hexaware.com

While the Nomination and Remuneration Committee is responsible for the overall supervision of the ESOP Schemes, ESOP Trust is responsible for the administration of the Scheme.

Deposits

During the year under review, the Company did not accept or invite any deposits from the public.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and

Outgo

Information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, is annexed and forms part of the Report.

Business Responsibility and Sustainability

Report

Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability Report ('BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format, along with an Independent Assurance Statement received from TUV India Private Limited, is available as a separate section of the Annual Report.

Management Discussion and Analysis Report

A detailed analysis of the Company's performance is disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Mergers and Acquisitions (M&A)

The Company's M&A approach is aimed at augmenting its capabilities and expanding geographical footprint. During the year, the Company has acquired SMC Squared Group (constituting three entities), a leader in building global capability centers (GCCs) and rolled out the GCC 2.0 service line to unlock long-term value for enterprises. The acquisition was a strategic step in the Company's mission to deliver future-proof GCC solutions that go beyond cost efficiency, anchored in a combined human and digital agent-driven mode.

The Company also acquired CyberSolve Group (constituting four entities), a global specialist in identity and access management (IAM) solutions. Together, the companies will help enterprises modernize identity foundations, automate controls with AI, and run secure operations across complex, hybrid technology estates. Refer to note 8 of Consolidated Financial Statements for additional information on this acquisition.

During the year, the Board of Directors of the Company had approved amalgamation of Mobiquity and Softcrylic entities in India, US and Netherland, as under: India: Amalgamation by way of merger by absorption of wholly owned subsidiaries of the Company, viz., Mobiquity Softech Private Limited and Softcrylic Technology Solutions India Private Limited with and into the Company. US: Merger of Mobiquity Velocity Solutions Inc. into Mobiquity Inc. followed by Mobiquity Inc. and Softcrylic LLC merging into Hexaware Technologies Inc. Netherlands: Merger of Mobiquity Cooperative UA and Mobiquity Consulting BV with and into Mobiquity BV. As on December 31, 2025, merger of the US entities has been completed.

Investor Education and Protection Fund (IEPF)

Details of unclaimed dividend and shares transferred to IEPF during 2025 are given in Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors confirm the following: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the annual accounts on a going concern basis; and

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

During 2025, there were no changes in the Directors or Key Managerial Personnel of the Company.

In accordance with the provisions of Companies Act, 2013, Mr. Julius Michael Genachowski, having

DIN 09365873 and Mr. Kapil Modi having DIN 07055408, Directors of the Company, retire by rotation at this Annual General Meeting and, being eligible; offer themselves for re-appointment at the Annual General Meeting. The information of Directors seeking appointment / re-appointment at the Annual General Meeting (AGM) to be given to the shareholder is being provided separately in Page 401 to 403 of this Annual Report. Members are requested to refer to the section of the Notice convening the AGM.

Number of Meetings of the Board

Thirteen Meetings of the Board were held during the year. For details of the meetings of the Board, refer to the Corporate Governance Report, which forms part of this Annual Report. The attendance of the Directors in the Board and Committee Meetings are provided in the Corporate Governance Report.

Declaration by Independent Directors

The Independent Directors of the Company have confirmed that they meet the requirements for independence outlined in the Companies Act, 2013. Furthermore, during the year, there has been no such change that would have affected their standing as an Independent Director.

Additionally, the Independent Directors have registered on the Independent Directors' data bank, which is maintained by the Indian Institute of Corporate Affairs (IICA) and the Ministry of Corporate Affairs (MCA). The eligible Independent directors had qualified the proficiency test, as prescribed by the IICA.

The Board believes that the Company's Independent Directors have the necessary expertise, experience, and knowledge in the areas of finance, technology, corporate governance, global business, personal values, and the highest standards of integrity.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Board Evaluation

The Company conducts an annual performance evaluation of the Board of Directors, its committees, and individual Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI LODR.

The key features of the Board Evaluation framework adopted during the financial year 2025 were the following:

Pursuant to the requirements of Section 178 of the Companies Act, 2013 and Regulation 17(10) of the SEBI LODR, the Company undertook the annual evaluation of the performance of the Board, its Committees, and individual Directors, including Independent Directors, through an external, independent expert facilitator.

The evaluation framework was aligned with applicable statutory requirements and reflected the Company 's commitment to strengthening corporate governance and Board effectiveness.

The evaluation was conducted through a structured questionnaire-based survey administered using an anonymized digital tool.

The results of the evaluation were collated and analyzed, and consolidated insights along with priority improvement areas were presented to the Nomination and Remuneration Committee and thereafter, to the Board.

All information and responses were handled in a confidential manner and were used solely for the purpose of the Board evaluation process.

The Board noted the findings and agreed on action points for further improvement in its effectiveness.

The Independent Directors met twice during the year on, July 10, 2025, and December 8, 2025, on which date, the performance of the Non-Independent Directors, the Board as a whole, and the Chairman were carried out.

Familiarization of Independent Directors

As part of its annual strategic meet, a visit was organized for the Independent Directors to the Hexaware Chennai campus to undertake a comprehensive review of strategic priorities. The meeting facilitated in-depth deliberation on the Company's long-term strategy, progress on existing initiatives, assessment of associated risks, and evaluation of prospective strategic programmes. Board members engaged directly with senior leadership across the organisation to review business-unit plans, receive progress updates, analyse industry trends and consider key strategic initiatives.

As a part of ongoing training, the Company holds familiarization programs for the Directors, which include talks on industry outlook, presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Framework for Related Party Transactions, and Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Taxation, and other applicable laws and matters. At board meetings, the Company's operations, markets, financial results, human resources, and other significant topics are presented by the Executive Director and senior managerial staff. The terms and conditions of the appointment of every Independent Director is available on the website of the Company at https://hexaware.com/investors/terms-of-appointment/. Details of the familiarization programme of the independent Directors are available on website of the Company at https://hexaware.com/wp-content/ uploads/2024/09/Independent-Directors-familiarization-program.pdf.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following Directors/employees are Whole-time Key Managerial Personnel as on December 31, 2025: i) R Srikrishna Chief Executive Officer & Executive Director ii) Vikash Kumar Jain - Chief Financial Officer iii) Gunjan Methi - Company Secretary & Compliance Officer

Committees of the Board

The Board of Directors have following Committees as on December 31, 2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Environmental, Social, and Governance Committee

7. Cybersecurity Committee (sub committee of Audit Committee)

The details of the composition of the Committees and attendance of the meetings of Committees are provided in the Corporate Governance Report.

Compliance of Secretarial Standards

The Company complies with all applicable Secretarial Standards.

Dividend Distribution Policy

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI LODR is available on the website of the company at https:// hexaware.com/policy/corporate-governance-policies/

Policy on Directors and Key Managerial Personnel Appointments and Remuneration and Other Details

The Company's policy on directors and Key Managerial Personnel appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Whistleblower Policy

The organization has implemented a whistleblower policy and a vigil mechanism. Employees and other stakeholders can report instances of unethical behavior, actual or suspected fraud, or violations of the Company's Code of Conduct or Ethics policy to the management. The Audit Committee evaluates the policy every year to determine its efficacy. Access to the Audit Committee has not been restricted to any employees. This policy's provisions are compliant with Section 177(9) of the Companies Act of 2013 and Regulation 22 of the SEBI LODR.

The policy is available on the website of the Company at https://hexaware.com/policy/corporate-governance-policies/.

Statutory Auditor

The Members of the Company had, at their 30 th Annual General Meeting held on May 4, 2023, approved the re-appointment of M/s BSR & Co. LLP, Chartered Accountants, Mumbai (Registration No. 101248W/W-100022), as the Statutory Auditors of the Company for a five-year term, concluding at 35 th Annual General Meeting of the Company.

The Audit Reports on the financial statements for the year ending December 31, 2025, contain no qualifications, reservations, or negative observations.

Internal Auditor

Internal Audit for the year ended December 31, 2025, was done by PricewaterhouseCoopers Services LLP and Internal Audit report for every quarter was placed before the Audit Committee.

Secretarial Auditor

The members had, in their AGM held on April 30, 2025, approved the appointment of MMJB & Associates LLP (Peer Review Cert. No.: 2826/2022), Company Secretaries in Practice, as the Secretarial Auditor of the Company for a period of five years, i.e., from FY 2025 to FY 2029. The Secretarial Audit Report for the year ended December 31, 2025, is annexed to this report as Annexure III. There are no qualifications, reservations, or adverse remarks made by the Secretarial Auditor in their report.

Certificate by Statutory Auditors for

Downstream Investment

A certificate from the Statutory Auditors of our Company, stating that our Company has duly complied with the requirements of Downstream Investment, made by our Company in accordance with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, would be available for inspection by members during the Annual General Meeting. Any shareholder interested in obtaining a copy may write to the Company Secretary at investori@ hexaware.com.

Reporting Fraud by Auditors

During the year under review, there was one act of fraud which was committed by certain employees of the Company. The same was in the nature of undertaking unauthorized and fraudulent refund transactions amounting to INR 4.83 crores, which was not material. The Company has taken necessary actions including filing of FIR against these employees and termination of employment. Further as required under the relevant regulations, the Company has reported the same to the Central Government.

Cost Records

The Company is not required to maintain cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013.

Significant / Material Orders passed by the

Regulators

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, the Company was required to spend INR 185 million on CSR activities for the year ended December 31, 2025. The Company spent INR 187 million during the year. As a result, the excess amount of INR 2 million will be carried forward to the next year.

The contents of the CSR policy and initiatives undertaken by the Company under Corporate Social Responsibility for the year ended on December 31, 2025, as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, is attached as Annexure IV to this Report and CSR policy of the Company is available on our website at https://hexaware.com/ policy/corporate-governance-policies/. The Composition of the CSR Committee is given in the Corporate Governance Report.

Annual Return

Pursuant to Section 92(3), Section 134(3)(a) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return in the prescribed format is available at https://hexaware.com/investors/.

Change in Registered Office Address

During the year the Company has shifted its registered office address from 'Building No.152, Millennium Business Park, Sector III, A Block TTC Industrial Area, Mahape, Navi Mumbai -400710' to '8 th floor, 13 th Level, Q1, Loma Co-Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai 400710' with effect from August 01, 2025.

Financial Year

The company has received an order from the Company Law Board under section 2 (41) of the Companies Act, 2013, for continuing January to December as its financial year. Hence, the Company will maintain its financial year from January 1 to December 31.

Subsidiaries of the Company viz. Mobiquity Softech Private Limited, Softcrylic Technologies Solutions India Private Limited and Cybersolve (I) Private Limited, Tech SMC Square India Private Limited and Tech SMCSquared (GCC) India Private Limited have also received approval from respective Regional Directors under section 2 (41) of the Companies Act, 2013, for continuing January to December as their financial year.

Particulars of Directors and Employees

The table containing names and other particulars of Directors in accordance with the provisions of Section

197(12) of the Companies Act, 2013, read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure V to this report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. The Annual Report including the financials is being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection electronically. Any shareholder interested in obtaining a copy may write to the Company Secretary at investori@hexaware.com. The details of employees posted outside India and in receipt of a remuneration of INR 60 lakh or more per annum or INR 5 lakh or more a month can be made available on specific request.

Disclosure as Required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place framework for employees to report sexual harassment cases at workplace and our process ensures complete confidentiality of information. The Company has in place Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done through various programs and at regular intervals to the employees. The Company has setup an Internal Complaints Committee (ICC) both at the registered office and at every location where it operates in India in accordance with the Act and has representation of men and women and is chaired by senior lady member and has an external women representation. Awareness programs are conducted during induction to sensitize the employees with the provisions of the Act. The following is the summary of the complaints received and disposed of during the financial year 2025:

* The complaints were not disposed of within 90 days due to unavailability of the parties involved in carrying out the required investigations / assessments.

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

Green Initiatives

The Company started a sustainability initiative with the aim of going green and minimizing the impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.hexaware.com.

Notice calling the Annual General Meeting, Corporate Governance report, Directors' Report, Audited Financial statements, Auditors' Report, etc., are being sent only through electronic mode to those members whose email addresses are registered with the Company / depositories. Members may note that notice and Annual Report FY 2025 will also be available on the Company's website, www.hexaware.com, and on the website of NSDL www.evoting.nsdl.com as well as the websites of the Stock Exchanges. A letter providing the web-link for accessing the Annual report, including the exact path, will be sent to those members who have not registered their email address with the Company or depositories.

The Company provides e-voting facilities to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

The facility of electronic voting system shall be made available during the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their rights to vote during the AGM through electronic voting system.

Acknowledgment

The Directors place on record their sincere appreciation of the customers, Government of India, and of other countries, vendors, bankers, and technology partners for the support extended. The Directors are also deeply touched by the efforts, sincerity, and loyalty displayed by the employees without whom the growth of the Company is unattainable. The Directors wish to thank the investors and shareholders for placing immense faith in them. The Directors seek and look forward to the same support during future years of growth.

For and on behalf of the Board of Directors,