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.

Hexaware Technologies shares flagged a large-trade signal on BSE, with approximately 400,735 shares changing hands at ₹490.5, amounting to a combined value of ₹19.66 crore.

This is a real-time large-trade signal, not a confirmed block or bulk deal. NSE/BSE publish official block and bulk deal reports only after market close — this trade may or may not appear there.

Large-trade signal details

The following table summarises the key parameters of the flagged activity:

The signal reflects a cluster of trades in Hexaware Technologies shares printed within a short window at or near ₹490.5, flagged by a real-time trade-scanning system on account of size and speed. The activity has not been confirmed by the exchange as an officially reported event.

No buyer, seller, broker, or client identity is known at this stage. Such information, if applicable, would only be available through the exchange's own post-market disclosures.

What this is, and isn't: this reflects trade-level activity — a cluster of trades in the stock above, printed within a short window at or near the quoted price, for a combined value as stated. It is generated by our real-time trade-scanning system and is not, by itself, evidence of a block or bulk deal.

A block deal has to be executed in the exchange's dedicated window (8:45–9:00am or 2:05–2:20pm), within a set price band, and above the current minimum order size (₹25 crore). A bulk deal is when one client's total trading in a stock crosses 0.5% of its equity in a single day — confirmed only once every trade that client made is added up.

Both are published by NSE/BSE after trading hours end, typically after 3:30pm — never before. If this trade qualifies as either, it will appear in the exchange's own report later today, not here first.