Hexaware Technologies Limited has submitted its Annual Secretarial Compliance Report for the financial year ended December 31, 2025, to the National Stock Exchange of India and BSE Limited. The report, filed on February 23, 2026, demonstrates the company's adherence to regulatory requirements under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Comprehensive Regulatory Compliance Assessment

The secretarial compliance report was prepared by MMJB & Associates LLP, practicing company secretaries, who conducted a thorough examination of the company's regulatory compliance. The assessment covered multiple regulatory frameworks and their associated guidelines during the review period.

Key Regulatory Areas Examined

The compliance review encompassed several critical regulatory areas:

• Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
• Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
• Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
• Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

Compliance Status Overview

The report confirms that Hexaware Technologies maintained full compliance across all examined areas during the financial year ended December 31, 2025. The comprehensive compliance assessment revealed no deviations or violations.

Corporate Governance and Documentation

The report highlights the company's robust corporate governance framework. All applicable policies under SEBI regulations have been adopted with Board approval and are regularly updated in accordance with regulatory changes. The company maintains a functional website with timely dissemination of required documents and information.

Board and Management Oversight

The assessment confirmed that none of the company's directors are disqualified under Section 164 of the Companies Act, 2013. The company has conducted mandatory performance evaluations of the Board, Independent Directors, and committees as prescribed under SEBI regulations.

Regulatory Actions and Additional Compliance

The report confirms that no actions were taken against Hexaware Technologies, its promoters, directors, or subsidiaries by SEBI or stock exchanges during the review period. Additionally, no statutory auditor resignations occurred during the financial year, and no additional non-compliances were observed beyond those reported.

The compliance report has been made available on the company's website at www.hexaware.com , ensuring transparency and accessibility for stakeholders. This filing demonstrates Hexaware Technologies' commitment to maintaining high standards of corporate governance and regulatory compliance.

Hexaware Technologies Limited has announced comprehensive changes to its Board of Directors and committee structure, effective February 23, 2026. The IT services company disclosed these developments in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

New Independent Director Appointment

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Alok Chandra Misra (DIN: 01542028) as Additional Director in the capacity of Non-Executive Independent Director. The appointment details are structured as follows:

Mr. Misra brings extensive experience to the role, having recently co-founded Guvrn as India's first curated board network connecting independent directors with companies seeking improved governance. Until June 2024, he served as Operating Partner and Chief Operating Officer of India at General Atlantic, a leading global growth equity investment firm. His previous experience includes serving as Group Chief Financial Officer with WNS Group and Mphasis BFL Group, along with roles at ITC Limited and PwC. He is a Fellow member of the Institute of Chartered Accountants of India and holds an honours degree in commerce from Calcutta University.

Director Resignation

Mr. Vivek Sharma (DIN: 10741746) tendered his resignation as Independent Director, effective from close of business hours on February 23, 2026, citing other professional commitments as the reason. His departure also results in cessation from his roles as member of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee. In his resignation letter, Mr. Sharma confirmed no other material reasons exist for his resignation beyond those mentioned.

Committee Reconstitution

The Board approved Mr. Alok Chandra Misra's appointment to multiple committees, enhancing the governance structure:

Senior Management Role Expansion

The Board also approved the appointment of Mr. Shantanu Baruah for an additional role as North America – Hunting Head, effective February 23, 2026, while retaining his position as President & Global Head – Healthcare & Insurance Vertical. Mr. Baruah brings over 25 years of experience in the healthcare and life sciences industry, with a strong track record in building global teams and leading client transformations. He previously served as Executive Vice President at HCL Tech, leading the Healthcare business in North America, and is a published author on healthcare technology topics.

Regulatory Compliance

All appointments and changes comply with SEBI regulations and have been disclosed pursuant to SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The company confirmed that detailed annexures containing comprehensive information about the appointments and resignations have been submitted to the stock exchanges and will be hosted on the company's website.