Attached

HEXT/SE/2026/101 Date: September 30, 2026 To, To, Listing Department Department of Corporate Services National Stock Exchange of India BSE Limited Limited Exchange Plaza, Bandra-Kurla Phiroze Jeejeebhoy Towers, Complex, Bandra (East), Mumbai - 400 051 Dalal Street, Mumbai - 400 001 Symbol: HEXT Scrip Code: 544362 Dear Sir, Sub: Clarification regarding voting recommendations issued by Proxy Advisory Firms. Please find enclosed the Company’s clarification regarding the voting recommendations issued by Institutional Investor Advisory Services India Limited (IiAS) and Institutional Shareholder Services India Private Limited (ISS) (collectively, the “Proxy Advisory Firms”) in respect of resolutions set out in the Notice of Postal Ballot dated September 2, 2026. This information will also be hosted on the Company’s website at www.hexaware.com. Kindly take the same on record. Yours faithfully, For HEXAWARE TECHNOLOGIES LIMITED Gunjan Methi Company Secretary & Compliance Officer Encl.: as above. HEXAWARE TECHNOLOGIES LIMITED Regd. Office: 8th Floor, 13th Level,Q1, Loma Co-Developers1 Private Limited, Plot No.Gen-4/1,TTC Industrial Area, Ghansoli, Navi Mumbai-400710, Maharashtra, India | Tel: +91 022 3326 8585 | Email: investori@hexaware.com CIN: L72900MH1992PLC069662 | URL: www.hexaware.com Date: 30September 2026 Institutional Investor Advisory Services India Limited Ground Floor, DGP House, 88-C, Old Prabhadevi Road, Mumbai 400025 Subject: Response of Hexaware Technologies Limited to the IiAS voting advisory dated 28 September 2026 on the Postal Ballot Notice dated 2 September 2026 Dear Sir / Madam, 1. We refer to the voting advisory issued by Institutional Investor Advisory Services India Limited ("IiAS") dated 28 September 2026 (the "Report") on the postal ballot notice of Hexaware Technologies Limited (the "Company") dated 2 September 2026 (the "Notice"), on which remote e-voting is open from 10 September 2026 to 5:00 PM IST on 9 October 2026. We thank IiAS for its analysis and set out below the Company's response to each observation in the Report. We request IiAS to consider these responses and, where it considers appropriate, to revise or modify its recommendations before the close of e-voting. 2. At the outset, we would like to clarify that none of the eight items in the Notice involves commitment of any cash cost to the Company. The share-based plans are expensed at fair value under Ind AS 1021which remains net-worth neutral, and the payment referred to in Item 8 is made by a promoter group entity (CA Sebright Investments) from its own resources. Secondly, the dilution arising from Items 1 to 5 (x) is minuscule, i.e., about 0.33% of the paid-up capital of the Company, is spread over several years, and (y) can be reduced to nil to the extent the Trust satisfies exercises through market purchases. Thirdly, the plans are administered by the Nomination and Remuneration Committee (“Committee”), chaired by an independent director with two-thirds of the Committee comprising of independent directors, within the framework of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"), with annual disclosureof grants, exercise and consequent allotment. The Report does not identify contraventions of any provision of the Companies Act, 2013, the SBEB Regulations or the SEBI Listing Regulations. The objections reflect IiAS'sown voting guidelines, which the Company respects but which go beyond what the law requires. 3. The Company is undertaking a smooth transition of its leadership. The proposals in the Notice are designed to retain the leadership bench and the critical engineering, AI and client-facing talent on which the Company's clients and shareholders depend through that transition, and to give the Board the flexibility to complete the appointment of the incoming Chief Executive Officer on competitive terms within limits that shareholders have approved. HEXAWARE TECHNOLOGIES LIMITED 8th floor, 13th Level, Q1, Loma Co-Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: investori@hexaware.com CIN: L72900MH1992PLC069662 | URL: www.hexaware.com 4. The Company's responses to the specific observations in the Report are set out in the table below. Item Resolution IiAS observation Company's response 1 Approval of the The exercise price is at Hexaware competes for engineering, AI and client-facing Hexaware face value and vesting is talent with global technology companies and Indian Restricted Stock primarily time-based. peers that use restricted stock units as their principal Unit Plan, 2026 IiAS does not favour long-term instrument. An RSU is a full-value award: the through the schemes priced at a exercise price is the face value of the share and the trust route significant discount to employee's reward is the share itself, earned by market without 100% remaining with the Company through the vesting period. performance vesting, That is what makes an RSU one of the most effective and expects retention instruments available. It is not an option performance granted at a discount; it is a different instrument, and it parameters, weights is the structure used by listed Indian IT services and targets to be companies that operate RSU plans. The SEBI framework disclosed upfront or expressly leaves the exercise price to the Company, achievement disclosed subject to fair-value accounting. in subsequent annual Regulatory position. The Plan and the disclosures in the reports. Explanatory Statement comply with the Companies Act and the SEBI regulations. Those regulations leave the vesting schedule, any performance conditions and the exercise period to the Committee and require the specific terms of each award to be set out in the grant letter, which is a binding document given to every grantee at the time of grant. This is the approach followed by other listed companies with RSU plans,,each of which leaves the vesting schedule and conditions to the grant document. No loss of value to shareholders.The Plan is capped at 2,000,000 RSUs, about 0.33% of the paid-up capital, to be granted over several years. Every RSU is expensed at its full fair value under Ind AS 102, so shareholders see the cost in the income statement in the year it is incurred. Share-based pay of this kind substitutes for cash compensation: it preserves the Company's cash and margins, which may be used for funding the dividend, and places the reward in the hands of the people who create the value. The Trust may purchase shares in the market to satisfy exercises, in which case there is no new issuance. Performance and disclosure. The Plan allows the Committee to attach performance conditions, and the Committee intends to do so for grants to the eligible employees of the Company and its subsidiaries. All grants shall also require continued service through vesting, which is the purpose of a retention instrument. The HEXAWARE TECHNOLOGIES LIMITED 8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: investori@hexaware.com CIN: L72900MH1992PLC069662 | URL: www.hexaware.com Item Resolution IiAS observation Company's response Committee is chaired by an independent director and has a majority of independent directors. The Company will disclose each year, the necessary disclosures under the SBEB Regulations and in the Board's report. Timing. The Company is in a planned CEO transition. Retaining the leadership bench and critical talent through that transition protects continuity for clients and shareholders, and is precisely when a retention- weighted instrument is appropriate. 2 Extension of the IiAS's view is linked to IiAS states no ground specific to this item; its view follows RSU Plan to its view on Item 1. from its view on Item 1, to which the Company's employees of response above applies. A sep [Showing first 8,000 characters — download PDF for full document]