Hexaware Technologies has appointed Neeraj Kumar as Executive Vice President and Global Head of Travel and Transportation, effective October 1, 2026. This strategic move aims to strengthen the company's presence in the global travel sector by leveraging deep industry expertise.

Kumar joins from Tata Consultancy Services (TCS), where he served as Business Unit Head of Travel, Transportation, Logistics, and Hospitality. His appointment marks a significant shift in Hexaware's senior management structure within the IT services domain.

Leadership transition details

Concurrently, Eswaran Venkatachalam will transition from his role as EVP and Global Head of Travel and Transportation to become the EVP and Global Head of Zero Tech Debt. This internal reassignment allows Hexaware to redistribute leadership focus across key service offerings while maintaining continuity in the travel vertical through new external talent.

Profile of new appointee

Neeraj Kumar brings over two and a half decades of experience from TCS, managing a substantial clientele across the Americas. His portfolio included airlines, rail, airports, logistics, and hospitality sectors. He holds a Bachelor of Engineering in Electronics & Telecommunication from North Maharashtra University and completed an Executive Leadership Program at the University of Michigan - Stephen M. Ross School of Business.

His expertise spans IT and business process outsourcing contract negotiations, large-scale financial management, and strategic planning. Kumar participated in over 100 significant deals in the IT and BPO industries, focusing on outsourcing, transformation, and modernization initiatives.

Continuity in existing leadership

Eswaran Venkatachalam has been associated with the company since October 1998. He holds a Bachelor of Science degree in chemistry from Madurai Kamaraj University and a postgraduate diploma in computer applications. In his new capacity as Global Head of Zero Tech Debt, he will be responsible for service offerings globally. Prior to joining Hexaware, he was associated with Colt Computer Centre Private Limited and Square D/DSQ Software Limited.

Hexaware Technologies has issued a detailed clarification to Institutional Investor Advisory Services (IiAS) and Institutional Shareholder Services (ISS) regarding their negative voting recommendations on eight resolutions proposed for a postal ballot dated September 2, 2026. The company asserts that none of the items involve a cash cost to the entity and that the potential dilution from share-based plans is minimal.

The proxy advisors raised concerns primarily regarding the Hexaware Restricted Stock Unit Plan 2026, the extension of this plan to subsidiary employees, and amendments to the existing Employee Stock Option Plan 2024. IiAS and ISS noted issues with exercise prices at face value, lack of upfront performance target disclosures, and the open-ended nature of grants to specific employees exceeding 1% of issued capital.

Dilution and Cost Implications

Hexaware stated that the dilution arising from Items 1 to 5 is approximately 0.33% of the paid-up capital, spread over several years. The company emphasized that the Restricted Stock Unit (RSU) plan is capped at 2,000,000 units. Crucially, the company highlighted that these plans are expensed at fair value under Ind AS 102, making them net-worth neutral. Furthermore, dilution can be reduced to nil if the Hexaware Employees Benefit Trust satisfies exercises through market purchases rather than fresh issuance.

The company also clarified that the payment referred to in Item 8, an amendment to the Incentive Payment Agreement with CEO R. Srikrishna, is funded entirely by promoter group entity CA Sebright Investments. It involves no transfer of resources or obligations by Hexaware Technologies.

Governance and Talent Retention Rationale

The company argued that the proposals are designed to retain critical engineering, AI, and client-facing talent during a planned leadership transition. The RSU plan is administered by the Nomination and Remuneration Committee, which comprises two-thirds independent directors and is chaired by an independent director. Hexaware noted that while proxy advisors prefer upfront disclosure of performance parameters, the SEBI framework allows the Committee to set specific terms in grant letters, a practice followed by other listed IT services companies.

Regarding Item 8, the amendment reduces the maximum payout for Mr. Srikrishna from $40 million to $20 million. The payment is contingent on CA Sebright exiting its investment at a multiple of at least 2.5 times its invested capital. The company emphasized that Mr. Srikrishna will cease to be CEO on October 28, 2026, and will continue as Senior Advisor, ensuring the arrangement does not influence current operational decisions.

What the Numbers Show

A key divergence in the debate lies in the interpretation of "cost." While proxy advisors focus on the potential dilution and lack of explicit performance hurdles in the notice, Hexaware emphasizes the balance sheet impact. With a consolidated net worth of about ₹63 billion as at December 31, 2025, and no borrowings on its balance sheet, the company positions the interest-free loan to the Trust as having no bearing on leverage. Additionally, with over 95% of revenue coming from clients outside India, the extension of plans to subsidiary employees is framed not as an expansion of scope, but as a necessary alignment with the company's actual delivery structure.

The remote e-voting for these resolutions is open until 5:00 pm IST on October 9, 2026. Hexaware has invited shareholders and proxy advisors to discuss the matters before the close of voting.