Hexaware Technologies has issued a postal ballot notice seeking shareholder approval for a new Restricted Stock Unit (RSU) plan and significant amendments to its existing Employee Stock Option Plan (ESOP). The remote e-voting process is scheduled to run from September 10, 2026, to October 09, 2026.

The company proposes to introduce the Hexaware Restricted Stock Unit Plan 2026, creating a pool of 2 million RSUs for eligible employees. This initiative aims to align employee interests with long-term organizational goals through equity-based remuneration.

Key Resolutions

Shareholders will vote on eight special and ordinary resolutions covering employee benefits and executive incentives:

• Approval of the Hexaware Restricted Stock Unit Plan 2026, authorizing the grant of up to 2 million RSUs.
• Extension of the RSU Plan benefits to eligible employees of subsidiary companies in or outside India.
• Implementation of the RSU Plan through the Hexaware Employees Benefit Trust via fresh allotment or secondary market acquisition.
• Authorization for the Trust to acquire shares from the secondary market, capped at 0.5% of paid-up capital annually and 1% cumulatively.
• Provision of financial assistance by the company to the Trust, limited to 5% of aggregate paid-up share capital and free reserves.
• Amendment of the Hexaware Employees Stock Option Plan 2024, increasing the options pool from 24,316,400 to 41,816,400 options.
• Approval for granting stock options or RSUs exceeding 1% of issued/paid-up equity capital in any single year.
• Amendment to the Incentive Payment Agreement with outgoing CEO Mr. R. Srikrishna, reducing his potential payout by 50% upon cessation of employment.

What the Numbers Show

The expansion of the ESOP pool represents a significant increase in potential dilution. The proposed addition of 17,500,000 stock options raises the total authorized pool by approximately 72%, moving from 24.3 million to 41.8 million options. Concurrently, the introduction of a separate 2 million RSU pool indicates a dual-track approach to equity compensation, likely designed to offer flexibility in vesting structures and tax treatments for different employee cohorts.

Trust Structure and Acquisition Limits

The Hexaware Employees Benefit Trust will administer both plans. Under the SBEB Regulations, secondary acquisitions by the Trust are strictly regulated. The Trust cannot hold more than 1% of the paid-up equity capital at any point, with annual acquisitions capped at 0.5%. The company may provide interest-free loans to the Trust up to the statutory ceiling of 5% of its paid-up capital and free reserves to facilitate these acquisitions.

Executive Incentive Amendment

The ballot also seeks approval for an amendment to the Incentive Payment Agreement with Mr. R. Srikrishna, who will cease to be CEO on October 28, 2026. The revised agreement reduces his indicative cash awards payable by CA Sebright Investments by 50%. For instance, a Multiple of Invested Capital (MOIC) of 3.0x would now yield $10 million, down from the originally approved $20 million. Interested parties are required to abstain from voting on this resolution.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE093A01041/ab1440b7-4a1d-4190-a15d-d1ce74ddc54c.pdf

Hexaware Technologies appointed Vivek Jetley as its new Chief Executive Officer effective October 28, 2026. The Board also accepted the resignation of Srikrishna Ramakarthikeyan from his roles as CEO and Whole-time Director on the same date.

Leadership transition details

The change marks a shift from a co-CEO structure at Hexaware Technologies. Srikrishna Ramakarthikeyan’s exit on October 28, 2026 paved the way for Vivek Jetley to assume the role of CEO. Ramakarthikeyan will continue with the company as a Senior Advisor starting from his departure date.

The appointment was announced on September 2, 2026. Larry Quinlan, Non-Executive Chairman of Hexaware, thanked Ramakarthikeyan for his contributions over the past 12 years and expressed excitement about welcoming Jetley. Sandra Horbach, Hexaware Board Member and Chair of Americas Corporate Private Equity at Carlyle, noted that Carlyle is excited to support Jetley as he steps into the role.

New CEO profile

Vivek Jetley brings more than 25 years of experience in AI, data, and enterprise transformation. He joins Hexaware from EXL, where he served as President leading Insurance, Healthcare, and Life Science businesses. Prior to this, he led EXL analytics and was instrumental in transforming the firm into a data and AI-led enterprise. Jetley holds an MBA from the Indian Institute of Management Calcutta.

Jetley joined EXL in 2006 through the acquisition of Inductis, a specialized analytics consulting firm where he was a partner. During two decades at EXL, he held various leadership roles with responsibility for corporate strategy, strategic partnerships, innovation and led several acquisitions.

EXL announced on September 2, 2026 that Jetley would depart effective October 26, 2026 to assume the Hexaware CEO role. Rohit Kapoor, chairman and chief executive officer of EXL, noted Jetley’s instrumental part in EXL’s evolution over nearly 20 years. Jetley will assist with the transition of his responsibilities at EXL over the coming months.

Jetley stated that AI adoption is fundamentally changing how services are delivered and how enterprises create value. He aims to shape Hexaware into a leading AI-led services company.

Analyst view

HSBC maintained a Hold rating on Hexaware with a target price of ₹575. The broker noted that incoming CEO Vivek Jetley takes over with a mandate to reaccelerate growth through sharper execution. However, HSBC highlighted that near-term business weakness remains a concern for investors.