Hexaware Technologies Limited announced significant board-level changes and corporate governance decisions following its board meeting held on April 02, 2026. The meeting, which commenced at 8:03 p.m. and concluded at 8:34 p.m., addressed key matters including the upcoming Annual General Meeting and director transitions under Regulation 30 of SEBI regulations.

Annual General Meeting Approval

The Board of Directors approved convening the 33rd Annual General Meeting of the company's members on Tuesday, May 05, 2026. The AGM will be conducted through video conferencing and other audio-visual means (VC/OAVM), maintaining the digital format that has become standard practice for corporate meetings.

Director Transition and Succession

A significant leadership transition was announced with Mr. Milind Sarwate, Independent Director, set to cease his directorship effective closure of business hours on April 24, 2026. His departure follows the completion of his second consecutive term as an Independent Director of the company.

Mr. Alok Chandra Misra has been appointed as Independent Director effective February 23, 2026, serving as Mr. Sarwate's successor in the board restructuring.

Committee Leadership Changes

Mr. Sarwate's departure necessitates significant committee restructuring, as he currently serves in leadership roles across multiple committees. His cessation from directorship will result in his departure from the following positions:

• Audit Committee (Chairman)
• Nomination and Remuneration Committee (Chairman)
• Environmental, Social & Governance Committee (Chairman)
• Risk Management Committee (Member)
• Cybersecurity Committee (Member)

Reconstituted Committee Structure

Effective April 25, 2026, the company will implement a new committee structure with redistributed leadership responsibilities:

Updated Committee Compositions

The reconstituted committees will feature the following member compositions from April 25, 2026:

The company has confirmed that detailed information regarding these changes will be hosted on the company's website at www.hexaware.com , ensuring transparent communication with stakeholders about the governance transitions. The formal communication was signed by Gunjan Methi, Company Secretary and Compliance Officer, and submitted to both NSE and BSE under the reference number HEXT/SE/2026/28.

Hexaware technologies has disclosed receiving a compounding order from the Reserve Bank of India (RBI) imposing a penalty of ₹11,64,167 for delayed regulatory filing. The penalty relates to the company's failure to timely file Form FC TRS with the central bank regarding equity shares transferred during its 2021 delisting process.

RBI Penalty Details

The regulatory action stems from delays in filing Form FC TRS for equity shares acquired by HT Global Holdings B.V in 2021 as part of Hexaware's delisting process. The company received the RBI communication on March 30, 2026, and has committed to comply with the compounding order.

Regulatory Compliance Context

The penalty relates to the company's delisting process that occurred in 2021, when HT Global Holdings B.V acquired equity shares of Hexaware Technologies. Form FC TRS is a mandatory regulatory filing required under RBI's foreign exchange regulations for such transactions involving foreign entities.

Financial Impact Assessment

Despite the regulatory penalty, Hexaware Technologies has stated that there is no material impact on the company's financials or operations due to this RBI order. The company has indicated its intention to proceed with compliance as per the compounding order requirements.

Disclosure Requirements

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates companies to inform stock exchanges about material events. The information has also been made available on the company's official website for stakeholder access.