The Directors are pleased to present their thirty-second 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 forthe financial yearended December31, 202A.

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

Financial Performance

Consolidated operations

a) Consolidated Operations

Income from operations increased to INR 119,744 million in 2024 from INR 103,803 million in 2023, growth of 15.4%. The revenue in USD terms reached USD 1,428.9 million in 2024 from USD 1,256.4 million in 2023, growth of 13.7%. Revenue in constant currency was USD 1,426.6 million in 2024, a growth of 13.5%. Growth was driven largely by volume increase.

Adjusted EBITDA increased to USD 247.7 million in 2024 compared to USD 203.8 million in 2023, an increase of 21.5%. In INR terms, it increased to INR 20,765 million in 2024 compared to INR 16,852 million in 2023, an increaseof 23.2%.

Reported EBITDA was at INR 19,051 million in 2024 as against INR 15,899 million in 2023, growth of 19.8%.

Profit before tax grew 23.0% to INR 15,603 million in 2024 compared to INR 12,685 million in 2023.

Profitaftertaxgrew 17.7% to INR 11,740 million in 2024 compared to INR 9,976 million in 2023. PAT margins grew from 9.6% in 2023 to 9.8% in 2024.

b) Standalone Operations

In the year 2024, the revenue of the standalone legal entity increased by 26.2% to INR 62,887 million in comparison with revenue of INR 49,849 million in the previous year. The net profit aftertax was INR 7,840 million as compared to INR 7,270 million in 2023, showing a growth of 78%.

Client Pyramid

Over the past few years, the focus has been on adding and growing clients with a meaningful revenue base which is demonstrated in table below with increase in number of clients with revenuegreaterthan 10 million increasing from 29to 31.

Share capital

The paid-up Share Capital of the Company as on December 31, 2024, was INR608 million comprising 607,544,668 Equity Shares of INR 1/- each. Pursuant to the resolution passed by our Board of Directors and our Shareholders on April 12, 2024 and May 9, 2024, respectively, the issued, subscribed and paid-up equity share capital of the Company was sub-divided from 303,522,934 equity shares of face value of INR 2 per equity share to 607,045,868 Equity Shares of face value of INR 1 per Equity Shares.

During the year 727,086 shares were exercised under different ESOP schemes.

Other equity (reserve and surplus and other comprehensive income)

The Standalone total other equity increase to INR 30,912 million as compared to INR 28,106 million as of FY 2023, increase of INR 2,806 million.

The Consolidated other equity increased to INR 52,961 million as compared to INR 45,745 million as of FY 2023, increase of INR 7,216 million.

The Securities premium reserve balances stood at INR 5,162 million.

The balance of the Retained earnings after the appropriations for the year is INR 20,924 million on Standalone basis. On consolidated basis, the balance in the Retained earnings stands at INR 38,354 million.

The year-end cash flow hedging reserve (net of tax) stood at loss of INR 364 million on standalone basis and INR 363 million on consolidated basis, as compared to a loss of INR 72 million on standalone and INR 71 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, 2024, the Company has balance of INR 843 million in Employee stock, named as Share options outstanding, a reserve being amortization of compensation cost of RSU’s granted to the employees of the Group.

During the year ended December 31, 2024, ESOP plan of Promoter Group company was discontinued and replaced with ESOP plan issued by the Company, hence cumulative liability on the date of replacement of INR 362 million is transferred to Share Options Outstanding Account.

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

Dividend

During the year 2024, the Company paid two interim dividends on equity shares, First Interim Dividend 2024- INR 4.25 (425%), and Second Interim Dividend 2024 - INR 4.50 (450%) totaling to INR 8.75 per share (875%). The total dividend declared and paid in 2024 on account of interim dividend amounts to INR 5,314 million.

Particulars of loan, guarantee, or investments

Details of Loan, guarantees, and investments covered under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015form partofthe notes to the financial statements provided in this Annual Report. Please refernote 10A, lOBofStandaloneFinancial Statements.

Subsidiaries

As on December 31, 2024, the Company has 27 subsidiaries and there has been no material change in the nature of the business of the subsidiaries.

During the year Company has incorporated following subsidiaries:

1. HexawareTechnologiesSLPrivate Limited, Sri Lanka

2. Hexaware Nevada Inc, USA

3. Hexaware Information Technologies SDN BHD, Malaysia

4. Hexaware NoveltyTechnologies Limited, Abu Dhabi During the year M/s. Hexaware Technologies LLC, Russia, was closed through voluntarily Liquidation on February 21, 2024.

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 1 to the Board’s report. The statement also provides the details of performance, financial position of each of the subsidiaries.

The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Company’s website at: https://hexaware.com/policy/corporate-covernance-policies/

Further, pursuantto the provisions ofSection 136oftheAct, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at: https://hexaware.com/ financials-reports/.

Cashflow

The cash generated from operations in 2024 was INR 15,480 million. Net cash generated from redemption of mutual funds was INR 2,646 million. The Company has invested INR 1,333 million in property, plant and equipment and intangible

assets mainly for procuring laptops for employees and for new development center in Pune, INR 8,268 million for acquisition of business, viz, the Softcrylic group.

During the year, the Company paid dividend including tax deducted at source of INR 5,314 million and Lease Rental of INR 1,370 million.

The Company has received INR 1 million from issue of shares. As of December 31, 2024 the cash position of the Company was INR 19,923 million including the restricted bank balance equivalent to USD 232.7 million. The total cash and bankbalance was at INR 19,766 million equivalentto USD 230.9 million.

Delivery centers

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

Material changes from end of financial year till date of report

There are no material changes and 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 atthe date ofthe report.

Company’s major achievements in 2024

• In 2024, growth in revenue was 15.4% in INR terms and 13.5% inconstantcurrencycomparedto 2023.

• Adjusted EBITDA increased by 23.2% in INR terms and 21.5% in USD terms.

• AdjEBITDAmargincontinuestoimproveby111 bpsin202A comparedto 16.2% in 2023.

• PATMarginremainsstableat9.8%.

Human Resource Capital

Human capital forms the core of our business and our skilled workforce contributes to delivering high-quality IT services to clients. Our employees' expertise and capabilities are the primary driver of their success and ability to innovate, making talent acguisition, development, and retention critical to our overall business strategy. The Company is actively using digital technologies to fundamentally rethinkand improve all aspects of our business, from the core business model and products to internal processes and even the way employees work, with the primary goal of achieving significant growth and operational efficiency. Finding a match between people’s passions and talents to the needs of our business is pivotal to our growth. That is the backbone of our success as we continue to foster a supportive and dynamic work environment that drives growth and innovation.

The Company strengthened recruitment efforts through continued employee referrals, job fairs, social media and campus recruitment drives. The total strength stands at 32,309 asofDecember 31, 202A.

Talent management continues to undergo massive shifts, and the Company continue to optimize talent acguisition and retention practices to remain highly competitive in the IT industry.

The gender diversity in the Company is more evident now with a healthy 33.9% of our workforce being women.

In our sustained efforts to make Hexaware a Great Place to Work, our focus has been on furthering employees’ career aspirations. Voluntary attrition rate for IT service line as of December 31, 202A, was 10.8%.

The employees are at the absolute center of decision-making and our policies and workflow are always designed by keeping their interests as a primary factor. When it comes to employee welfare practices, very few organizations can compete with our policies, and this is one of the key reasons behind our low attrition rates and increasing employee satisfaction levels.

To sustain our human capital strategy, the Company has identified and consolidated strong performance indicators aimed at maximizing the potential ofour employees.

Talent Management - Asset Development

By prioritizing a ’talent-first’ culture, the Company aims to strategically attract and retain top talent, which is crucial for enhancing organizational performance and potentially outperforming competitors by focusing on understanding employee needs and implementing programs that align with their values, effectively positioning Hexaware as the "Employer of Choice" through a combination of robust strategies, passionate teams, and a culture focused on innovation and automation.

Rewards and Recognition (R&R)

The Rewards and Recognition (R&R) program celebrates employees' exceptional contributions and fosters a culture of continuous appreciation. Our structured framework is designed to build a strong foundation for high performance, reinforcing behaviors that align with our organizational values. By broadening the scope of recognized achievements and enhancing reward opportunities at every level, we create an environment that encourages excellence and engagement. Some of our awards include:

• Pinnacle Award

• RockstaroftheMonthAward

• Dashing Debut Award

• Dream Team Award

• Culture Champs Award

• Tech Gig (Guru) Award

• Peer to Peer Award

In addition to these awards, we have 'the Navigator Program’ under the R&R purview. This is an event held by the Company to recognize employees who have worked for the Company for 5,10,15, or 20 years. The program has been held in various locations, including Dubai, Belgium, Netherlands, Chennai, and Mumbai. We proudly honor the Hexawarians, who illuminate our path like guiding stars on our journey to becoming the world’s most loved digital transformation partner. These milestones reflect our employees' commitment to excellence and the strong bonds that drive success across Hexaware.

We make surethatthe deserving employees receive recognition and appreciation for their outstanding contributions to Hexaware using our powerful rewards and recognition platform called InAwe.

Unit Specific Recognition Programs: Our business units recognized and celebrated their employees’ achievements and that went a long way in motivating the larger workforce to give their best atwork.

WEAVE Engagement Program

At Hexaware, WEAVE embodies the philosophy of connection, collaboration, and mentorship. Designed to bridge the gap between employees and their leaders, this initiative enriches our organizational fabric by fostering regular interactions that inspire connection, joy at workand a shared purpose. WEAVE is engineered to nurture connections of every kind; the mission is to foster top-down, bottom-up, and peer connections to drive emotional, cognitive, behavioral, and social engagement, that tightly aligns with the principles of the Hierarchy of Needs.

Some of the engagement activities under the WEAVE program are-HR-Group Connect, 1-1 Employee Connect, Skip Connect, Floor Connects, Leadership Townhalls, Life-cycle Event -Orientation Session, HR - Leaders Connect, Quarterly Feedback Session, Virtual Bouncers, Brown Bag Lunch, Hi-Po Connect with BU Head, Hello Hexaware, Talent Talk, and Alumni Connect.

KPI-driven Incentive Plan

The objective of Hexaware’s bonus policy is to provide a fair, transparent, rapid process and methodology to determine performance.

BrainBoxAwards

Hexawarians empower clients with the most innovative solutions and add value to their businesses through their CVAs. "BrainBox" is the Customer Value Add (CVA) initiative of the Company that is a common forum for projects to share value-added activities performed for their respective projects. This helps our organization to engage, collaborate and invest in our future. More than 50% of our employees contribute to CVAs every year. The BrainBox program incentivizes Hexawarians to contribute ideas that add value to our customers’ IT landscape. So far almost 9,332 ideas have been implemented. Around 90% of our CVAs are focused on automation, resulting in significant cost savings of USD 217.8 million dollars.

Amber - OurVirtual Assistant

We continue to capitalize on Amber, our very own virtual assistant, who connects with employees from their DOJ till the

time they leave the organization at regular intervals. Amber will also share critical and valuable feedback/information and highlight us specifically if an employee has highlighted any issue that needs to be addressed. Amber not only collects responses at a micro level from every employee but also reaches out to understand group sentiments over an array of topics. Amber’s pulse survey model helps in receiving focus group feedback and assists us to understand sentiments from a group with a common background.

Mentor App

The MENTOR app is a platform that encourages mentorship and

knowledge exchange at Hexaware. It allows anyone to register as a mentor and encourages 'reverse mentoring’ where junior employees can guide senior colleagues. Hexaware recognizes the power of mentorship, and the program fosters a dynamic knowledge exchange and ensures a culture of continuous learning that transcends generations.

CATALYST

Hexaware’s focus continues to be on giving our managers the support they need to develop their people. Our enablement program for managers across levels is called CATALYST and it is centered around coaching, collaboration, growth and building trust. Our aim is to invest in a capable, motivated, and aligned leadership team that will drive our success and foster a thriving and resilient work environment. Our workplace is greatly influenced by all our managers who clearly reinforce our organizational values and culture and support us in our guest to deliver exceptional employee experience.

FITHexaware

At Hexaware, weprioritize the holistic wellbeingofouremployees. Throughout the year, we conducted numerous mental, physical, and financial wellbeing sessions and introduced several initiatives under the FITHexaware Program to support our workforce.

One of the standout initiatives is the OPD (Out-Patient Department) Program, which relieves employees of out-of-pocket expenses for routine medical needs beyond hospitalization. This program ensures that employees can access essential healthcare services without financial strain. Key features of the OPD Program include doctor consultations, which provide access to expert medical advice for routine health concerns; prescribed diagnostics and pharmacy, offering

coverage for diagnostic tests and prescribed medications; dental and vision care, which supports oral and eye health; comprehensive health checkups, consisting of regular health screenings to promote preventive care; and dietician and consultant services.

The FitHexaware program is a testament to our commitment to employee wellbeing, ensuring a healthier, happier, and more productive workforce.

Performance Management

The Company 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 goal progress throughout the year. It also allows managers to share and cascade goals, which helps align organizational, team, and individual goals and makes the process more cohesive. 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 yearlong process, not a year-end one-time activity. The tool enables employees to gather feedback and managers to provide feedback instantly rather than wait for the end of the year. This has certainly made our performance management process more streamlined.

The Company's Talent Management approach is designed to drive transformation and growth for our consultants while aligning with evolving market trends. Rooted in a culture that nurtures talent, rewards excellence, and prioritizes customer satisfaction, our people-centric practices focus on continuous development and high performance.

Information Security

Information security is governed and managed by ensuring data confidentiality, integrity, and availability amidst evolving threats like unauthorized access, malicious attacks, and service disruptions. The Company’s Information Security Management System encompasses processes, procedures, and guidelines based on international standards and best practices ofthe industry.

- Artificial Intelligence management standard (AIMS), considering the positive impact it will have on our business and onourstakeholders.

In this competitive landscape, customer experience emerges as a pivotal factor for Company’s business success. Every year, an annual customer delight survey is conducted through an independent agency. The Company strongly believes that these results affirm our commitment to excellence, and the strategic value it brings through digital transformation, competitive pricing and robust customer relationships.

The company achieved score of 67 which is 26 points higher than the industry median of 41.2. As we look ahead, the Company remains dedicated to exceeding expectations and experiencing the impact across Company's Customer's digital ecosystem and beyond.

Benefits to Customers

BrainBox is a platform that fosters a culture of innovation, empowering employees to share ideas and implement value additions for customers. By leveraging employee knowledge gained from customer accounts, the Company encourages creativity and systematic ideation through BrainBox. In the year 2024, employees participated in this initiative and posted over 1,137 ideas proposing value additions under categories like automation, productivity improvement, financial savings, and accelerate the time to market for the customer’s products and services. 764 of these ideas have been successfully delivered, generating savings of over USD 32.76 million and around 360,231 hours. The H&l vertical leads with the implementation of 294 CVAs, followed closely by BFS with 208, M&C with 102, ADM with 228, BIBA with 176, and IMS with 103. These six competencies/ verticals were the top contributors to delivering a higher number of CVAs to customers in 2024. The total cost saved in 2024 amounted to USD 32.76 million. The distribution of implemented CVAs in FY 2024 across various categories is as follows: Productivity - 489, Financial Saving -234, Market Ideas - 21 and Time to Market - 20. The BrainBox platform has promoted a culture of deep expertise, a value creation mindset, extraordinary proficiency in understanding the customer's business function, technical engineering, knowledge sharing, and a problem-solving approach. This has enabled us to identify and deliver value to customers without incurring extra costs. Through a structured governance and rewards program, Hexaware suitably rewards its employees' passion and best values adds on a guarterly basis, which is personally driven by the CEO, leading to a larger of employees

The Company has adopted a Code of Conduct for its employees, senior management, and Board of Directors that clearly outlines the roles, responsibilities, and authorities at each level, as well as the key functionaries involved in governance. The Chief Executive Officer of the Company has given a declaration that the Directors and senior management of the Company have complied with the Code of Conduct during the year 2024.

The separate report on Corporate Governance along with certificate from the Auditors on its compliance, is attached and forms part ofthis Report.

RiskManagement

The Company operates in a challenging environment and taking measures to stay proactive. One of the measures is to have an enterprise risk management framework. Risk management significantly influences our business operations, financial performance, and market competitiveness. Effective risk management is crucial for maintaining stakeholder confidence and protecting our reputation. Our risk management strategy encompasses regular assessments, monitoring, and mitigation measures to ensure the safety of our employees, clients and allstakeholders.

Our Enterprise Risk Management (ERM) framework identifies, evaluates, and mitigates strategic and operational business risks. Our ERM framework is aligned to COSO ERM 2017 and ISO 31000:2018 standards which are global best practices. This framework allows us to integrate our operations with our risk management initiatives. All types of financial and non-financial risks are reviewed and tracked by each of the stakeholders. Additionally, we have developed Early Warning Indicators (EWIs) to determine the risk appetite level for each risk. They are regularly tracked and monitored to determine that risks don’t breach thresholds for any of the risks.

A well-defined risk governance structure serves to communicate the approach of risk management throughout the organization by establishing clear allocation of roles and responsibilities for the management of risks on a day-to-day basis. PursuanttoRegulation 21 ofSEBI (ListingObligationsand Disclosure Reguirements) Regulations, 2015, and amendments thereto, the Board considered and approved the constitution of Risk Management Committee of the Company under the provisions of the SEBI (Listing Obligations and Disclosure) Regulations, 2015, with all amendments thereto. Refer to page no. 224 for the members of the Risk Management Committee and terms of reference.

As part of risk governance, the strategic oversight of risks lies with the 'Risk Management Committee of the Board’ while operational risk management gets reviewed by the 'Ops Management Council’ which comprises CXOs ofthe Company. The details of the risks faced by the Company and mitigation measures are discussed in detail in the Management Discussion and Analysis section ofthis Annual Report.

Insurance

In today’s dynamic and challenging environment, the Company’s business, assets, directors, officers, and employees face potential financial risks arising from claims by customers, third parties, regulators, employees, and other stakeholders. To mitigate the financial impact of such unforeseen risks, the Company has established a robust insurance program, securing coverage under a range of specialized policies. These include Commercial General Liability, Errors and Omissions, Cyber Liability, Crime, Employment Practices Liability, Directors and Officers Liability, and Property Insurance, among others.

Recognizing the evolving nature of its business and associated risks, the Company conducts review of its policies on an ongoing basis. Changes are made as necessary to align with emerging risks and industry best practices, ensuring that comprehensive protection for the company is maintained at all times. Additionally, the Company remains committed to safeguarding its employees by providing insurance coverage for them and their dependents. This includes protection against unforeseen events such as hospitalization, accidents, and loss of life, thereby securing the financial well-being of employees and their families.

Internal Financial Control Systems

The Board of Directors of the Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adeguate and operating effectively. The Company’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Audit Committee comprises professionally qualified Directors, who interact with the statutory auditors, internal auditors and management in dealing with matters within its terms of reference.

B S R & Co. LLP, the statutory auditors of the Company, have audited the financial statements included in this Annual Report and have issued an report on the Company’s internal control over financial reporting (as defined in Section 1A3 of Companies Act 2013).

The Company has appointed PricewaterhouseCoopers Services LLP to oversee and carry out an internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year by Audit Committee and the statutory auditors. The conduct of internal audit is oriented towards the review of internal controls and risks in the Company’s operations such as software delivery, accounting and finance, procurement, employee engagement, travel, insurance, IT processes, including the subsidiaries and foreign branches. Further details regarding internal financial control are included in the Management Discussion and Analysis, which form part of this report. Report of statutory auditor on the internal financial control is also included in this report on page no. 2A8 & 2A9.

Code on Preventionof InsiderTrading

The Company has adopted a Securities Dealing Code to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares, disclosures to be made, and consequences for violation and handing and sharing Unpublished Price Sensitive Information ('UPSI’).

Code of Fair Disclosure

The Company's Code of Fair Disclosure is placed on the website of the Company www.hexaware.com.

HexaVarsity, OurCorporate University

With the objective of making Hexaware the best company globally for consultants to learn and grow, there were some radical shifts made to our learning philosophy. We switched to a model where we made learning as a magnet for career growth and incentivized learners and trainers alike with instant rewards.

With our "Own Your Game" philosophy, HexaVarsity opened up all learning paths for various role-based specializations to choose from, irrespective ofthe current role and skills of aconsultant, to the entire workforce to democratize the choice of picking a career path with the associated training and certifications as pre-requisites.

Workforce Transformation Using the SONIC Certification Program

The newly launched SONIC platform for upskilling, reskilling, and cross-skilling leveraged customized online training content as well as industry-led training programs with laser sharp focus on industry certifications. All Hexawarians enthusiastically embraced SONIC which is evidenced by the fact that we clocked nearly 12,000 industry certifications in the year (tripling the number of certifications over the previous year).

Over A00 instructor-led technical training programs conducted for the skills in demand, covering more than 11,000 consultants.

GenAI Academy

Riding on the crest ofthe GenAI wave, HexaVarsity was one of the first to launch its GenAI training and certification program in collaboration with its L & D partners for the entire workforce across all functions to rapidly internalize GenAI concepts, principles, and the various way to operationalize GenAI. With almost the entire workforce GenAI foundation certified, the focus shifted in 202A to getting Hexawarians certified on Advanced GenAI. There are now over A.000 Advanced GenAI consultants helping establish Hexaware as an Al-first company. Realizing the talent gap in the industry for GenAI Architects, HexaVarsity also proactively launched the GenAI Academy this year with an intense, engaging hands-on program for grooming existing tech lads and architects to catapult to GenAI Architects. The first batch of 100 GenAI Architects were rolled out successfully and with the success of this program, multiple parallel batches for creating GenAI Architects are planned in each quarter ofthe next year.

Community Learning Through Synergy Clubs

HexaVarsity introduced eight tech and two non-tech Synergy clubs this year. These clubs serve as global communities aimed at connecting diverse talent, fostering the exchange of new ideas and best practices, sharing innovations, and collectively addressing challenges through crowdsourcing within the Company. New clubs launched this year were for Cloud, Data, Agile Scrum, Page Turners Book-reading Club, Communication

and Public Speaking. All these clubs have local offline chapters so our consultants can meet and foster connections.

Hackathons

Eleven hackathons have been conducted with more than 1,000 participants showing their competence in GenAI, automation, Python, Azure, ReactJS, machine learning libraries, etc. Some of the outcomes from these hackathons have also resulted in production ready apps that have addressed the Company’s reguirements and are made available to all our consultants like the Mentor-Mentee app and Safe Space.

Mid-Management Transformation (MMT)

Program

The MMT program was launched in 202A covering a cohort of 155 client partners, account managers, account service delivery managers, and delivery heads to enhance their sales and delivery excellence by elevating key capabilities reguired to succeed in their current roles.

A First-Time Managers Program was also introduced to eguip new managers with leadership skills, focusing on team success and client-centricity.

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. HexaVarsity supported global DEI initiatives by hosting multiple workshops worldwide.

The impact of these development programs is regularly evaluated, with success stories highlighting the transformation in individuals, customer interactions, and operations.

Communication Development

HexaVarsity launched a tool-based English language enhancement program with an external learning partner -Burlington English. The Burlington EnglishToolisaspeechengine designed for language learning, focusing on the development and enhancement of listening, speaking, reading, and writing skills in the English language. The program is launched to be utilized globally. 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 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 2024, the Company has entered transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, 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, readwiththeRules issued thereunder.

Prior omnibus approval of the Audit Committee and Board was obtained for the transactions which are foreseeable and of a repetitive nature. A statement of all related party transactions is presented before the Audit Committee on a guarterly basis 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 on the Company's website: 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.

Details of Related Party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, aregiven in Form No. AOC-2 asan Annexure 2.

Employee StockOption Plans (ESOP)

The Company has introduced various employee stock options plans/restricted stock unit plans from time to time to motivate, incentivize, attract new talent and inculcate the feeling of employee ownership, and reward employees of the Company and employees of subsidiaries. The Nomination and Remuneration Committee administers these plans.

During the year, Company instituted New Employee Stock Option plan 2024. Refer to note 30 of Consolidated Financial Statement for details of grants made. No employee was issued stock options during the year egual to or exceeding 1% of the issued capital of the Company at the time of grant.

During the year 2024, 727,086 options were exercised, and the Company allotted 727,086 equity shares of INR 1/- each (face value) to the employees on such exercise.

Details of the shares issued under Employee StockOptionPlan (ESOP), and also 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 certificate from the Secretarial Auditor confirming implementation of the plans in accordance with the Employee Benefits Regulations would be available atthe Annual General Meeting for inspection by members.

Fixed 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

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

Management Discussion and Analysis Report

A detailed analysis of the Company's performance is disclosed in the Management Discussion and Analysis Report, which formspart ofthisAnnual Report.

Mergers and Acquisitions (MSA)

The Company has a systematic M&A approach aimed to strengthen its capabilities and expand geographical footprint. During the year, the Company has acquired Softcrylic, a data consulting firm headquartered in Minneapolis in the US, with offices in Atlanta and Princeton in the US and Chennai in India. The acquisition bolstered our data, analytics and marketing capabilities. Softcrylic offers wide range of services, including strategy and advisory, engineering, data and analytics, marketing technology, and provides ongoing data management support. Refer to 8 of Consolidated Financial Statement for additional information on this acquisition.

Mr. Neeraj Bharadwaj having DIN 01314963, Director 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 / reappointment at the Annual General Meeting to be given to the shareholder is being provided separately on page no. A02 & A03 of this Annual Report. Members are reguested to refer to the Notice convening the Annual General Meeting.

Number of Meetings of the Board

Eleven Meetings of the Board were held during the year. For details of the meetings of the Board, you may refer to the Corporate Governance Report, which forms part of this Annual Report.

Declaration by Independent Directors

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and there has been no change in the circumstances which may affect their status as independentdirectors during the year.

The Ministry of Corporate Affairs (MCA) in association with IndianlnstituteofCorporateAffairs (IICA) haveintroduced the maintenance of a comprehensive online databank for all the existing and aspiring Independent Directors (ID) by the IICA. The Independent Directors have registered themselves on the data bankfor IndependentDirectors.

The Board is of the opinion that the Independent Directors of the Company possess reguisite gualifications, experience and expertise in the fields of Finance, Technology, Corporate Governance, Global Business, and Personal Values, and they hold the highest standards of integrity.

Board Evaluation

Annual Performance Evaluation was carried out for all Board Members, for the Board and its Committees. The Board evaluation framework has been designed in compliance with the reguirements under the Companies Act, 2013. The Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board evaluation was carried out based on responses received from the Directors on the guestionnaire designed.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, informationandfunctioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board / the Nomination and Remuneration Committee ('NRC') reviews the performance of the individual directors based on the criteria approved bythe Board.

In a separate meeting of Independent Directors held on December 14, 2024, performance of Non-Independent Directors, performance of the Board as a whole and performance ofthe Chairman was evaluated.

Training of Independent Directors

The Company conducts familiarization programs for its Directors which includes discussion on Industry Outlook, Regulatory updates at Board and Audit Committee meetings covering changes with respect to the Companies Act, taxation and other applicable law and matters, presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Frameworkfor Related Party Transactions, etc. The Executive Director and senior management personnel make presentations at the Board meetings about Company’s operations, markets, financial results, human resources, and on other important aspects.

The terms and conditions of the appointment of every Independent Director is available on the website of the Company at: http://hexaware.com/investors/

Details of the familiarization programs of the Independent Directors are available on website of the Company at: http:// hexaware.com/investors/

Committees of the Board

The Board of Directors have following committees as on December 31, 2024:

1. AuditCommittee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. RiskManagementCommittee

6. Environmental, Social and Governance Committee

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

Compliance of Secretarial Standards

The Company complies with all applicable secretarial standards.

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

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

Whistleblower Policy

The Company has established a vigil mechanism/framed a whistleblower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behavior, actual, or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The policy is reviewed annually by the Audit Committee to check the effectiveness of the policy. No personnel have been denied access to the Audit Committee. The provisions of this policy are in line with the provisions of Section 177 (9) of Companies Act, 2013. The policy is available on the website of the Company at: http://hexaware.com/investors/.

Statutory Auditor

The members at the 30^th Annual General Meeting held on May 04, 2023 appointed BSR & Co. LLP, Chartered Accountants, Mumbai with Registration no. 101248W/W-100022 as Statutory Auditors, for a period of 5 years, to hold office till the conclusion of 35^th Annual General Meeting.

There are no gualifications, reservations, or adverse remarks made by the statutory auditors in their audit reports on the financial statements forthe year ended December 31, 2024.

Internal Auditor

Internal Audit for the year ended December 31, 2024, was done by PricewaterhouseCoopers Services LLP and Internal Audit Report for every guarter was placed before the Audit Committee.

Secretarial Auditor

M/s. Makarand M Joshi & Co., Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the year ended December 31, 2024, as per the provisions of Section 204 of the Companies Act, 2013, read with rules made thereunder. The Secretarial Audit Report for the year ended December 31, 2024, is annexed to Board’s report as Annexure 3. There are no gualifications, reservations, adverse remarks made by Secretarial Auditor in his report.

Further pursuant to recent amendments in Regulation 24A of SEBI (Listing Obligations and Disclosure Reguirement) Regulations, 2015, the appointment of Secretarial Auditor of the Company is reguired to be approved by the members of the Company. The Board of Directors at the Board meeting held on March 06, 2025, has recommended appointment of MMJB & Associates LLP, Company Secretary in Practice as Secretarial Auditor of the Company for a period of five years, i.e., from FY2025toFY2029.

The Company has received the written consent and a certificate that M/s. MMJB & Associates LLP satisfy the criteria for appointment as Secretarial Auditor and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Certificate by Statutory Auditors for Downstream Investment

A certificate from the Statutory Auditors of your Company stating that your Company has duly complied with the reguirements of downstream investment made by your Company to second level entities in accordance with Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 would be available at the Annual General Meeting for inspection by members.

Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report.

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.

Signif icant/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

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company spent INR 165 mn toward CSR activities for the year ended 31^st December 2024. The contents of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during year ended on 31^st December 2024 as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure 4 to this Report and CSR policy of the Company is available on our website at: www.hexaware.com. The Composition of CSR Committee is given in the Corporate Governance Report.

Extract of 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/.

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.

MobiquitySoftech Private Limited and Softcrylic Technologies Solutions India Private Limited, both subsidiaries of the Company have also received approval from its respective Regional Directors under Section 2 (41) of the Companies Act, 2013 for continuing January to December as its 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 (i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014isenclosedasAnnexure5tothe Board Report. The statement containing particulars of employees as required under Section 197(12) of the Act 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. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136oftheAct, the said annexure is open for inspection electronically. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

The details of employees posted outside India and in receipt of a remuneration of INR 60 lakhs or more per annum or INR 5 lakhs 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 intervalsto 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 for sensitizing the employees with the provisions of the Act.

The following is the summary of the complaints received and disposed of during the financial year 2024:

a) No. of complaints received during the year: 09

b) No. of complaints disposed of: 06

c) No. of complaints pending: 03*

* The pending complaints has been disposed as on the date ofthis report

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. The Company shall send letter under regulation 36 (1) (b)oftheSEBI (Listing Obligations and Disclosure Reguirement) Regulations, 2015 to those shareholders who have not registered their email Id’s either with Company or Depository or RTA giving link of website of the Company where annual report is uploaded. Members may note that notice and Annual Report FY 202A will also be available on Company’s website www.hexaware.com, and on the website of NSDL www.evotinq.nsdl.com

The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (ManagementandAdministration) 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 seekand lookforward tothe same support during the future years of growth.