TO

THE MEMBERS,

The Directors are pleased to present their Twenty Seventh Annual Report, on the business and operations of Hexaware Technologies Limited

(hereafter referred to as ‘the Group' or ‘The Company') together with audited financial statements for the financial year ended December 31, 2019.

The financial statements are prepared in accordance with Indian Accounting Standards (‘Ind AS').

Consolidated Operations:

*excludes Exceptional items, Exchange Rate Difference, Interest, Other Income and Provision for Taxation

India Operations:

a) Consolidated operations:

Income from operations increased to H55,825.18 million in FY 2019 from H46,477.62 million in FY 2018, growth of 20.1%. The growth in Dollar terms was 17.1%, reaching USD 793.26 million in FY 2019 from 677.66 million in FY 2018. Revenue in constant currency was USD 801.30 million in FY 2019, growth of 18.2 %. Growth was driven largely by volume increase and increase on acquisition of Mobiquity Inc. effective June 13, 2019.

EBITDA after RSU costs increased to USD 124.84 million in FY 2019 compared to USD 106.65 million in FY 2018, growth of 17.1%. In INR terms it saw growth of 19.7% and increased to H8,782.27 million in FY 2019 compared to H7,338.19 million in FY 2018.

Profit from Operations (profit before Exchange rate difference, Interest, Other income, exceptional item and Provision for taxation) was at H7,748.74 million in FY 2019 as against H6,687.64 million in FY 2018, growth of 15.9%.

Profit before tax grew 7.3% to H7,792.67 million in FY 2019 compared to H7,265.81 million in FY 2018.

Profit after tax stood at H6,413.43 million in FY 2019 as compared to a profit of H5,834.63 million in FY 2018, growth of 9.9%. PAT margins in Rupee terms were at 11.5% in FY 2019 compared to 12.6% in FY 2018.

Material changes from end of financial year till date of report

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Company's major achievements in FY 2019

The Company's investments in building the growth momentum has started paying off with the Group achieving growth, both in revenue as well as in profits.

• In FY 2019, growth in revenue was 20.1% in INR terms and 17.1% in USD terms compared to FY 2018.

• EBITDA after ESOP/RSU cost growth in FY 2019 was 17.1% in USD terms and 19.7% in INR terms during the year FY 2019.

• Profit for the year grew at 7.4% in USD terms and 9.9% in INR terms.

• Diluted EPS grew by 10% in FY 2019 over FY 2019.

• Return on net-worth continues to be at 25%.

The Group on June 13, 2019 acquired 100% equity in Mobiquity Inc. and its subsidiaries (together referred to as Mobiquity) for a total consideration of US$ 182 million.

Mobiquity Inc. is headquartered in the US and with a global presence across 3 continents, Mobiquity is a customer experience consulting firm that specializes in creating frictionless multi-channel digital experiences using cloud technologies.

The Company is expected to leverage Mobiquity's capability in customer experience transformation and cloudification. Further the Company is expected to benefit from Mobiquity's customer base in multiple vertical including Banking & Financial services and Healthcare & Insurance verticals.

Purchase price has been allocated as set out in note 6(a) of the Consolidated Financial Statements.

In FY 2019, the Company added 1 client to the $20-$30 million category, 4 in the $10-$20 million category, 2 in the $5-$10 million category. Significant expansion in the $1-$5 million revenue category was a real highlight for the Company. Overall the Company added 30 clients in the > $1M category.

Revenue from top 5 customers has increased by 6%, from next 5 increased by 11% and from next 10 increased by 29%. The Company is poised to see the shaping of pyramid.

b) India operations:

In FY 2019, the revenue of the standalone legal entity increased by 19.3% to H21,409.11 million in comparison with revenue of H17,940.25 million in the previous year. The net profit after tax was H5,075.33 million as compared to H4,529.59 million in FY 2018 showing growth of 12%.

Share capital

The paid-up Share Capital of the Company as on December 31, 2019 was H596.77 million comprising of 298,384,321 Equity Shares of H2/- each. During the year 10,23,332 shares were exercised under different ESOP schemes.

The market capitalization of the Company as on December 31, 2019 was at H99,869.23 million (USD 1,399.02 million). The market capitalization is calculated on the basis of closing price of H334.70 on the National Stock Exchange.

The Standalone total other equity increased to H18,916.32 million as compared to H16,776.08 million as of FY 2018, increase of H2,140.24 million

The Consolidated other equity increased to H27,057.86 million as compared to H23,323.93 million as of FY 2018, increase of H3,733.93 million.

The Securities premium reserve balances stood at H3,846.22 million.

The balance of the Retained earnings after the appropriations for the year is H11,902.79 million on standalone basis. On consolidated basis, the balance in the Retained earnings stands at H27,057.86 million.

Forex Mark-To-Market: The year-end cash flow hedging reserve (net of tax) stood at profit of H226.06 million, as compared to loss of H14.86 million in the previous year recognised in accordance with the hedge accounting provision of Ind AS 109 Financial Instruments. As at December 31, 2019, the Company has balance of H807.77 million in Employee stock named as Share options outstanding a reserve being amortisation of compensation cost of RSU's granted to the employees of the Group.

There was no transfer to General reserve during the year. The general reserve balance as at end of the year is H2,117.71 million

Dividend

During FY 2019, the Company paid four interim dividends on equity shares, Q4 2018 H 2.50 (125%), Q1 2019 – H2.50 (125%), Q2 2019 – H1.50 (75%), Q3 2019 – H2.00 (100%) totalling to H8.50 per share (425%).

The Board of Directors at its meeting held on February 11, 2020 recommended final dividend of H2.50 (125%) for the year ended FY 2019, with this total dividend declared for FY 2019 aggregated to H8.50 (425%) per share.

The total dividend declared and paid in FY 2019 on account of interim dividend & tax thereon amounts to H3,054.31 million.

The break-up of dividend paid during FY 2019 is as under:

Particulars of loan, guarantee or investments

Loan, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. Please refer note no. 6A, 6B, 9A, 9B, and note no. 25 of Standalone Financial Statements.

Subsidiaries and associates

During FY 2019, Company has acquired Mobiquity Inc for a total consideration of $182 million. Headquarter of Mobiquity is in the US, and it has global presence across 3 continents, Mobiquity is one of the largest independent customer experience consulting firms that specializes in creating frictionless multi-channel digital experiences using cloud technologies.

Mobiquity creates awesome digital products for some of the most well-known brands in the world, such as Amazon Web Services, Rabobank, Philips, Wawa, Backbase and Otsuka. Mobiquity is one of the very few Digital Customer Experience Consulting Partners for AWS and is experts at leveraging some of the most sophisticated capabilities of AWS.

In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial statements of the Company and all its subsidiaries, forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is appended as Annexure 1 to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website www.hexaware.com.

Cash Flow

The cash generated from operations in FY 2019 was H5,963.84 million. The Company has invested H1,296.25 million in property, plant and equipment and intangible assets, mainly for new development centre in Chennai and Pune. Further, the Company also invested H8,859.18 million for acquisition of Mobiquity Inc. During the year, the Company paid dividend including dividend tax of H3,054.31 million.

The Company has received H1.63 million from issue of shares. The Subsidiary has borrowed H1,410.53 million during the year. As of December 31, 2019 the cash position of the Company was H2,528.43 million including the restricted bank balance equivalent to USD 35.42 million. The total cash & cash equivalent balance was at H2,316.43 million equivalent to USD 32.45 million.

Business Strategy – The details on Business Strategy are provided on page 114 of the Annual report.

India based Global Delivery Centers

Mumbai:

The Company has two Offshore Development Centers (ODCs) at Millennium Business Park in Mahape, Navi Mumbai. One of these is the registered office of the Company. Both these ODC's houses has around 1,100 employees.

The Company's BPS arm operates out of three service centers in the same complex, with around 1,200 employees providing BPS services to its global clients in shift mode.

The Company has also taken premises on long-term lease for its IT and BPS operation in the SEZ facility named Loma IT Park, Ghansoli, Navi Mumbai with seating capacity of around 2,500 employees including for BPS operations. There are around 1,900 employees working from this center.

Chennai:

There are around 5,000 IT Professional employees working from the Company's 27acre campus in Chennai. This campus houses has employee-friendly amenities like recreation center, library and gymnasium facilities – offering plenty of avenues for relaxation and rejuvenation as well as knowledge enhancement through Hexavarsity – the Company's in- house Learning and Development University.

Currently seating capacity is expanded to 5,500 seats in Phase 1. The Company has also constructed Phase 2 with additional 3,300 seats.

The BPS arm also operates out of another two facilities in Chennai of which one is in SEZ unit with seating capacity of 1,650. The combined strength of around 1,200 employees operates from the facilities.

Pune:

In Pune, the Company has its own SEZ campus at Hinjewadi. The first phase of this campus has seating capacity of 1,450 seats. Around 1,300 IT and BPS employees are currently operating from this campus. Mobiquity Softech Private Limited, the subsidiary company, also has office in Pune which has seating capacity of around 170 employees and around 120 employees are working from this location

Noida:

The Company has a Delivery Centre at Noida. It has seating capacity of 70 employees. This delivery Centre is in operation at its 100% capacity.

Bengaluru:

This facility in the India's IT capital of Bengaluru has capacity of 83 seats. This delivery Centre is in operation at its 100% capacity.

Nagpur:

The Company owns 20 acres of land in MIHAN SEZ, Nagpur, a tier II city. This facility is currently operational with around 630 BPS employees and has seating capacity to accommodate 1,300 professionals in different shifts.

Ahmedabad:

Mobiquity Softech Private Limited, the subsidiary company, has office in Ahmedabad which has seating capacity of around 250 employees and around 184 employees are working from this location.

Coimbatore:

Hexaware BPS arm has a facility in Coimbatore with seating capacity of 256 employees and around 58 BPS employees are working from this facility for providing BPS services to its global clients in shift mode.

Overseas Global Delivery Centers

New Jersey (USA)

The Company has GDC at New Jersey, USA with seating capacity of 64 employees and currently 57 IT Professional Employees are currently working from this delivery center.

Alpharetta, GA (USA)

The Company has GDC at Alpharetta in the state of Georgia, USA with seating capacity of 99 employees and currently 36 IT Professional Employees are currently working from this delivery center.

Dunwoody, GA (USA)

The Company has GDC at Dunwoody in the state of Georgia, USA with seating capacity of around 400 employees and currently around 175 IT and BPS employees are working from this delivery Centre.

Reston, Virginia (USA)

The company has delivery centre at Sunrise Valley in the state of Virginia with seating capacity of 70 and currently 70 IT Professional employees are working from this delivery Centre.

Waltham, MA (USA)

Mobiquity has GDC at Waltham, MA, USA with seating capacity of 50 employees and currently around 32 employees are working from this GDC.

Gainesville, FL (USA)

Mobiquity has GDC at Gainesville, FL, USA with seating capacity of 60 employees and currently around 46 employees are working from this GDC.

New York, NY (USA)

Mobiquity has GDC at Gainesville, FL, USA with seating capacity of 15 employees and currently around 06 employees are working from this GDC.

Wayne, PA (USA)

Mobiquity has GDC at Wayne, PA, USA with seating capacity of 56 employees. This delivery Centre is in operation at its 100% capacity.

San Francisco, CA (USA)

Mobiquity has GDC at San Francisco, CA, USA with seating capacity of 15 employees and currently around 06 employees are working from this GDC.

Seattle, WA (USA)

Mobiquity has GDC at Seattle, WA , USA with seating capacity of 12 employees and currently around 05 employees are working from this GDC.

Mexico

The Company has a strong presence in Mexico with a near-shore Delivery Centre at Saltillo with employee's seating capacity of 679. While Mexico offers cost competitiveness compared to the United States of America, the country also provides immense benefits in the form of same time zone, enables immediate response and access to a vast talent pool and an untapped emerging market. The Company intends to leverage its near shore Delivery Centre to cater to several global clients as an addition to the other existing options of continuing operations in the USA or in the Company's locations in India. Currently around 600 IT and BPS Professional Employees are working from this delivery Centre.

Company also have GDC at Monterry, Mexico with seating capacity of 137 and currently 104 IT Professional employees are working from this delivery Centre.

Amsterdam (Netherlands)

The Company has GDC at Amsterdam with seating capacity of 12 and currently 06 IT Professional employees are working from this delivery Centre.

Mobiquity also has office at Amsterdam with seating capacity of 114 employees and currently around 220 employees (including employees working onsite) are working from this office.

Warsaw (Poland)

The Company has GDC at Warsaw in Poland, with seating capacity of around 60 employees and currently around 35 IT and BPS employees are working from this delivery Centre.

Tver (Russia)

The Company has center in Russia for its BPS operation which has seating capacity of 156 Employees. Currently around 106 employees are working from this location for providing BPS Services to Global Client.

Dubai

The Company has GDC at Al Quds, Dubai. Currently around 90 BPS employees are working from this delivery Centre at Dubai.

China:

The Company has center in Guangzhou and Shanghai at China for its BPS operation with a small office.

Singapore

The Company has GDC at Singapore. Currently around 60 employees are working from this delivery Centre (including employees working onsite) at Singapore.

Hong Kong

The Company has GDC at Hong Kong. Currently around 20 employees are working from this delivery Centre (including employees working onsite) at Hong Kong.

Metro Manila (Philippines)

The Company has center in Philippines for its BPS operation which has seating capacity of 70 Employees. Currently around 48 employees are working from this location for providing BPS Services to Global Client.

Australia

The Company has GDC at Australia. Currently around 40 employees are working from this delivery Centre (including employees working onsite) at Australia.

Japan

The Company has Global Delivery Centre (GDC) at Japan. Currently around 30 employees are working from this delivery Centre (including employees working onsite) at Japan.

Human Resource Capital

Human Resource Capital and the value that it creates forms a big part of Company's growth story. The industry today is changing rapidly with automation and digitization being the buzzwords. The focus of the Company has been to leverage digital re-imagination to drive growth and efficiency of business models, products and services, business processes as well as the workplace. This helps the Company to deliver a superior experience to every key stakeholder, viz. customers, employees, investors and the community at large.

Exceeding customers' expectations requires a high level of focus, competence and technical expertise. The Company strengthened its recruitment efforts through continued employee referrals, job fairs, social media & campus recruitment drives. Over the last year, the Company has added 3,794 employees, taking the total strength to 19,999 from 16,205 at the end of the previous year. The Company is focused towards attracting and retaining high calibre employees through comprehensive Hiring and on-going Deployment processes. The Gender Diversity of Company is more evident now with a healthy 31% of our workforce being women.

The Company conducted the EMPPOWER survey, an employee engagement survey in collaboration with Great Place to Work. The Company has invested in building a better workplace and the survey analysis will help the Company to precisely measure the underlying level of trust within the Company and help it to take steps to improve the work environment through the qualitative and quantitative data that the Company has collected.

The EMPPOWER survey closed with a good response and resulted in 66% positive employee experience on the overriding statement. The rating on the engagement index also increased to 65% from 60% in FY 2018.

The Company is committed to remain focused on its journey to be in the ranked list of Great Places to Work and this year's rating will further boost the chances and help the Company make measurable and impactful changes for employee engagement and welfare.

Talent Management - Asset Development

The Company believes that great talent is the biggest source of competitive advantage. Keeping its talent pool at the centre of all the management strategies is the prime focus. And the senior leadership team is clear in its expectations from the vast reservoir of talent that the company has.

The company's focus is to develop a strong and internal pipeline of talent and to provide a platform for talented individuals to shine, innovate and create value for our clients. The company is abreast of the emerging market trends and is at the fore front of AUTOMATE EVERYTHING™, CLOUDIFY EVERYTHING™, TRANSFORM CUSTOMER EXPERIENCES™.

One of the initiatives that helps us tap into the collective intelligence of our talent is Brainbox, which is a platform for our consultants to post ingenious ideas that go a long way in helping our customers save time and money.

The Company believes that Appreciation propels people to give their best at work and our robust Rewards & Recognition (RNR) portal bears testimony to that. Managers can nominate deserving employees for any of the awards such as Spot/Ace/ Star awards, best debutant and best team etc. Winners are guaranteed global recognition in the Hexaware world. RNR is also linked to our Performance Management System. Our new Project End Feedback system ensures that consultants get feedback for every project that they work on and are aware of their areas of improvement.

To help smoothen the process of Performance Management System (PMS) and to familiarize our people with the nuances of our tool, the Company has regular connect sessions and specific learning modules designed by the HR team. The PMS also has the functionality to identify future talent needed by the organization and a pipelined approach to groom the future leaders of the Company in collaboration with our Learning and Development arm: Hexavarsity. The Company helps to hone the skills of consultants through various training interventions at the organization level, regular Hackathons organized by our service partners as well as the Technical Competency Development Program (TCDP), which focusses on aligning the technical skills of our people to their specific roles.

The company focusses on Talent Management through interventions at every step of the way, right from Hiring to Retention. The Company focus on holistic employee development through our effective performance management system that is a structured and streamlined process to objectively evaluate one's performance against goals that are defined at the start of the year. In our quest for consistency and excellence, we continue to reward our top performers through our Hexaware- High Performance Club program, the membership to which is restricted only for 10% of our top achievers.

Employee Engagement is a binding force that help the Company work on a global platform and the Company also understands the need to connect with the Hexaware world on a global platform and our internal social networking tool, Facebook@ Work helps us to collaborate, brainstorm, provide real-time feedback and communicate with our leaders directly. Our Fun@Work activities throughout the year help our consultants to relax, rewind and rejuvenate themselves. Some of the activities include, programs by Funsters group, project outings, project lunches, activities that are geared toward team bonding and strengthening our common goal of working together as one Hexaware despite being spread out in various locations worldwide.

The Company's new developmental programs such as Mavericks, Hexaware Future Leaders and Hexaware Future Executives help employees visualise their career roadmap and make use of the plethora of opportunities that allows them to perform their roles to perfection. The Company's Talent Management approach is to bring about transformation and growth opportunities for consultants keeping in mind the evolving industry trends and our people practices pivots on a culture that embraces and nurtures talent, rewards top performance and focusses on Customer delight.

Talent Acquisition

In the highly competitive environment for talent supply, a sharp focus on managing Talent acquisition, development and retention is vital for sustainable talent supply. During the year, the company made significant progress on this front and launched several new initiatives for talent acquisition.

In North America, which is our largest market, direct sourcing now constitutes more than 20% of our supply, it helps to save vendor costs for acquisition. The Company has also launched a Supplier Development program in North America to increase our sourcing reach in the market. In India, we increased our proactive hiring for fast moving skills and leverage sourcing partners for high volume areas.

The Company is also investing in smart technologies to improve talent acquisition and achieve higher velocity. During the year the Company has implemented new solutions for automated screening, candidate interviews and referral generation to name a few.

We take pride in our continued focus on employee retention. The Company's efforts to make Hexaware as Great Place to work with a strong focus on employees' career aspirations, rewards & recognition helped to reduce the annualized attrition rate to 15.8% in Q4-2019 from 17% in Q4-2018. Recognizing the fact that the workforce lives your brand, the HR team has embarked on a major re-branding exercise to build an engaging organization. For Making Hexaware a Great Place to Work, Company has launched an Employee Assistance Program by partnering with a counseling service provider (1 to 1 Helpnet) to provide professional counseling services to the employees.

To sustain our human capital strategy, the company has built human capital indicators with increased focus on accountability and ownership from all with inputs from our leadership team so as to bring about greater accountability and actively participate in the decision-making process that impacts our people. "The HR shared services" is SLA driven and primarily handles administrative tasks besides providing consultancy and high level support to all the arms of our business.

The Corporate HR team includes Centres of expertise catering to functional areas such as:

• Compensation and Benefits

• People processes and policy design

• Organizational capability development

• Talent acquisition (Leadership hiring and Campus Hiring)

Information Security

Information Security, also referred as Cybersecurity gets discussed nowadays at the board meetings due to its importance to IT Industry, digital transformations and new technology adoptions. The governance and management of Information Security is of paramount importance to the Company being its business enabler. Beyond compliance to laws, regulations, global standards and industry best practices, the expectations of the customers focus on capability to managing dynamic landscapes of threats and vulnerabilities to ensure Information Security assurance. In order to align the business operations of the Company with the frontline Industry, substantial investments had been made for secured technology adoption of cloud, virtualization, innovation, Artificial Intelligence, Robotics, Machine Learning, Deep Learning, Digital Transformation, Automation and more. The advantage of such investments by the Company in information security through latest tools, systems and devices provides competitive advantage as well as Nextgen and Hybrid security cover to business operations of the Company.

Information security management through Confidentiality, Integrity and High Availability are being time tested by external certification audits and assessments throughout the year as per the process managements of ISO and Industry standards. The governance review of Information security management encompasses all measures recommended and expected by the international standards, legal and regulatory requirements and also the customer contracts. Initiatives on digitization, automated exploration of operational security parameters, Vulnerability and Threat intelligence, risk hunting and risk discovery through vulnerability detection / sensors have strengthened the security and minimized the risk during the year elapsed. Continuous Improvement on regulatory compliance related to GDPR, alignment of business processes with Privacy Laws of different countries and entities, adoption of latest industry best practices and frameworks to strengthen the security program were also highlights of the elapsed year. Cyber Security resilience to manage various technical, man-made, natural and perceived threat scenarios are part of Company's business continuity management program and the certification journey of the company to get accredited with ISO22301, the global standard for Societal Security is underway. Role based security education and timely awareness on emerging security challenges find a planned evangelization of security trainings imparted to the employees, contractors and associated resources.

Quality Assurance

The Company has sustained its commitment to the highest levels of quality, best-in-class agile processes, robust information security practices and mature business continuity processes that have collectively helped achieve significant milestones during the year. While sustaining existing external benchmarks and certifications, the Company has added new certifications and further enhanced its programs and initiatives - specifically on GDPR and Business Continuity.

The Company continues to adhere to international quality standard certifications such as ISO 9001-2015, ISO 27001:2017, ISO 20000-1:2011, CMMI - DEV Ver 1.3 - Level 5, ISAE3402 and SSAE16 SOC-2 Type II.

The Company commissioned a survey on customer delight for FY 2019 by Feedback Insights, an independent market research firm to capture customer expectations and measure customer experience. On a scale of -100 to 100, the Company scored 69.9 as against an industry score ranging from 36.8 to 76. Over the last 5 years, there is significant improvement across key business metrics.

Benefits to customers:

"Brain Box" is the platform to encourage the employees to bring their ideas, value addition to our customers and systematically mange the ideation process.

The Company consistently continues to harnesses the power of knowledge gained by its employees working on their customer accounts, by encouraging them to create & implement value additions through BrainBox.

In FY 2019, 64% of the employees have proudly participated in this initiative and have posted over 1167 ideas proposing value additions under categories like automation, productivity improvement, financial savings and accelerate the time to market the customer's products and services. 766 of these ideas have been successfully delivered generating savings of over USD 23.52 million and around 298,428 hours of effort saved last year, which is being approved by esteemed customers of the Company. BFS is on top vertical for implementing 241 CVAs followed by H&I 209 and M&C 144. ADM 308, BIBA 129 and ES 113 remain the top competencies/ technologies used by teams to deliver higher number of CVAs to customers in FY 2019. The total cost saved in FY 2018 was $17.64 millions whereas in FY 2019, the cost saved is $23.52 millions. The count of implemented CVAs has increased in FY 2019 under various categories; Financial Saving 376, Market Ideas 28, Productivity 733, Time to market 30.

Brain Box platform has promoted the culture of deep expertise, value creation attitude, extraordinary proficiency in the customer's business function, technical engineering, knowledge sharing and problem-solving approach thereby identifying and delivering values to the customers at no extra cost. Through a structured governance and rewards program, Hexaware suitably rewards its employees' passion and best values adds on quarterly basis, which is personally driven by the CEO, leading to larger percentage of employees participating voluntarily in this initiative.

The customers / clients have benefited as a result of the fewer defects, reduction in cycle time and improved delivery capabilities. The Company has provided value-additions through improvement in the performance of the systems that have been outsourced, a reduction in the problems and failures, and improved stability. This has resulted in high levels of customer satisfaction and repeat business. Implementing the processes has trained the organization and people to be methodical and process-driven. The Company has introduced and improved upon best-of-breed industry practices and standards leading to improved delivery capability. Focus on quality has led to lower costs and improved efficiency within the organization.

Customers have benefited as a result of the high quality of delivery and support, stringent information security practices and flexible and proactive approach. The Company's understanding of customer's business and technology landscape enables it to provide comprehensive multi-service solutions along with cost reduction for the customer. This has resulted in high levels of customer delight and repeat business. Implementing the best in class processes and providing training on it has enabled the organization and people to be methodical and process driven. The usage of latest technologies and industry best practices has improved delivery capability and added business value. Focus on quality and automation has resulted in cost reduction and improved productivity within the organization.

Company focused on Corporate Governance

The Company provides utmost importance to best Corporate Governance practices which are designed to act in the best interest of its stakeholders. The fundamentals of Corporate Governance at the Company includes transparency, accountability, integrity, Independence, ethical corporate behaviour and fairness to all stakeholders like employees, customers, vendors, investors and the society at large.

The Company's Board of Directors comprises eminent professionals in their respective fields with rich experience in policy-making and strategy formulation. All the major committees of the Board are headed by Independent Directors, and the Company has followed Cadbury Committee's and Kotak Committee recommendation of having two different individuals as Chairman & CEO for several years. The Company was the winner of the prestigious Golden Peacock Award for excellence in Corporate Governance for the year FY 2011, FY 2015 and FY 2018 and won the Special Commendation in FY 2009 and FY 2013.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along certificate from the Auditors on its compliance, is attached and forms part of this Report.

Risk Management

As a global enterprise, the Company is exposed to a range of external as well as internal risks. In order to efficiently manage the risk and to identity and mitigate the risk the Company Enterprise Risk Management (ERM) framework is in place.

The Company has constituted a Strategy and Risk Committee of the Board to assist the Board in fulfilling its responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks.

The Strategy and Risk committee is Risk Management Committee pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The details of risk faced by the Company and mitigation measures are discussed in detail in the Management Discussion and Analysis section of this Annual Report.

Insurance

In today's environment, Company's Business, Assets, Directors & Officers, Employees are exposed to financial risks mainly arising out of claims from customers, third parties, regulators, employees as well as stakeholders. In order to mitigate the financial impact that can emanate from such unforeseen risks, the company sufficiently insures itself under various policies like Workers Compensation and Employers Liability, Commercial General Liability, Errors & Omissions, Cyber Liability, Crime, Employment Practices Liability, Directors & Officers Liability, Property Insurance to name a few. Given the evolving nature of the business and the associated risks, individual policy needs and coverage are reviewed on an ongoing basis and changes are effected as deemed prudent. Additionally, the Company has also taken Insurance for employees and their dependents to safeguard the financial interests of the employees and their families in case of unforeseen events like hospitalization, accident and death.

Internal Financial Control Systems

As a global enterprise, large number of employees, consultants, suppliers and other partners collaborate with Company to provide services to our customers. Strong internal controls and scalable processes are imperative to manage the global scale of operations.

The Company has proper and adequate system of internal controls commensurate with the size, scale and complexity of its operations. These controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews supplements the process of internal financial control framework.

The internal auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions proposed to fix the observations are presented to the Audit Committee of the Board.

Further details regarding internal financial Control are included in the Management Discussion and Analysis, which form part of this report. Report of statutory auditor on the internal financial control is also included in this report on page 179.

HexaVarsity

The Company continues its strong focus and thrust on talent development to ensure that our work force stays cutting-edge and deliver high value for our customers. Hexavarsity, our in-house, varsity leads this critical initiative for the Company, designing and delivering innovative programs to build the necessary capabilities from all talent channels. Our mission is ‘to create an environment that motivates learning and empowers employees to grow and succeed in their chosen career path relevant to the business'.

Talent Transformation

‘Evolve' is our next-gen talent transformation program launched in late FY 2018. Evolve is the industry-best program, focused on creating comprehensive role-based capabilities, backed by a stringent assessment that certifies people as ‘Fit for a Role'. The program has been highly appreciated by our customers and employees and won a prestigious Innovation Award this year for making measurable impact and unlocking desired outcomes.

During the year, the Company launched several initiatives to encourage employees to embrace ‘Evolve', kick start their upskilling process and raise the potential of our employees. The goal is to have every consultant in the Company complete at least one Foundation and one Advance certification by next year. The program coverage continues to be expanded to cover more functions in the organization, provide a learning path and improve career options for our employees. During the year new Role based certifications were added for Global Bid Management and Recruitment functions.

Behavioral Development

During the year, Hexavarsity acquired in-house capabilities for a specialist tool based Behavioral Assessments. Our teams are now certified in the assessment methodology and tool and we are applying behavioral assessments to improve functional team dynamics and recruiting middle and senior level talent for the organization.

Communication Development

With the increase of agile based delivery, traditional customer interaction models have changed. It is important to develop communication skills in the work force and equip them well for customer connects. To enable this, the Company has launched a "Toastmasters" chapter in Chennai and Mexico. The initiative has been well received by our associates and we are seeing an active participation in the forum by our employees.

Campus Programs

To meet our growing demand for talent and improve workforce mix the Company has further strengthened the Campus intake and development programs during the year.

The Company has also strengthened Campus Sourcing, with a focused Campus team to build deep Campus connects to attract the best Campus talent for the company both in India and the USA.

Besides technical talent development from the Campus, the company also made a strong focus on new management talent from the Campus

Fresher Training Program (FTP)

Fresher Training Program (FTP) was re-branded as ‘Mavericks Program' and launched in June 2019. The Company have made significant changes to the program during the year. A strong mentorship program, regular HR connect, and a unique onboarding experience are some of the changes introduced this year. The Mavericks Program is designed around ‘Learning to Learn' and ‘Learn by Doing' and further enhanced with Gamification experience for the millennials. The Mavericks program covers industry best Soft & Behavioral skills training, a strong foundation of Full-Stack Agile training and Competency specific trainings all backed by a rigorous assessment to ensure steady pipeline of fresh talent into the organization. The Company also piloted a batch of Full stack Agile training in the USA during the year to build another supply chain of talent for the North American market.

Senior Management Trainee Program

The Company has re-branded our Senior Management Trainee Program as "Hexaware Future Leaders" program and the Management Trainee Program as "Hexaware Future Executives" during the year and designated a mentor to nurture and develop a long-term supply chain of management talent for the Company. The program and the outcomes have been well appreciated by our units and we see a strong demand for more in the coming years.

Professional Certifications

The company also continues to invest on external certifications for its consultants.

Related party transactions

During the financial year 2019, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and Board. The policy on Related Party Transactions is uploaded on the Company's website.

Policy on dealing with related party transaction is available on the website of the Company. http://hexaware.com/investors/ Policy on determining material subsidiaries of the Company is available on the website of the Company. http://hexaware.com/ investors/

The details as required to be provided under Section 134(3) (h) of Companies Act, 2013 are disclosed in form AOC-2 as

Annexure 2 and forms part of this Annual Report

Employee Stock Option Plans (ESOP)

The Company has introduced various employee stock options plans/restricted stock unit plans from time to time to motivate, incentivize, attract new talent and inculcate the feeling of employee ownership, and reward employees of the Company and employees of Subsidiaries. The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("Employee Benefits Regulations") and there have been no material changes to these plans during the financial year.

No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

During FY 2019, following were the exercise made by employees and grant made to employees/director under ESOPs:

10,23,332 options were exercised and the Company allotted 10,23,332 equity shares of H2/- each (face value) to the employees on such exercise. These shares have been listed on the BSE Limited and National Stock Exchange of India Limited.

18,27,746 Restricted Stock Units (RSUs) were granted under 2015 scheme during FY 2019 as explained below:

• January 30, 2019 - 26,350 RSUs.

• April 24, 2019 – 52,100 RSUs.

• August 08, 2019 – 14,72, 750 RSUs.

• October 23, 2019 – 2, 76, 546 RSUs.

Details of the shares issued under Employee Stock Option Plan (ESOP), and also the disclosures in compliance with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are available on the website of the company at the following link : http://hexaware.com/investors/

Fixed deposits

During the year under review, the Company did not accept or invite any deposits from the public.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed and forms part of the report.

Insider Trading Regulations

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct on Prohibition of Insider Trading (‘Insider Trading Code') and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (‘Fair Disclosure Code') which are in force. The Fair Disclosure Code is available on the website of the Company at the following link : http://hexaware.com/investors/

Dividend Distribution Policy

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the company at the following link : http://hexaware.com/investors/

Management Discussion and Analysis Report

A detailed analysis of the Company's performance is disclosed in the Management Discussion and Analysis Report, which forms part of this Annual Report

Investor Education and Protection Fund (IEPF)

Details of unclaimed Dividend and Shares transferred to IEPF during FY 2019 are given in Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors confirm the following:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

During the year following Directors ceased to be Directors of the Company pursuant to completion of second term of appointment as an Independent Director:

1. Mr. Basab Pradhan (DIN 00892181) w.e.f June 08, 2019

2. Mr. Christian Oecking (DIN 03090264) w.e.f June 25, 2019

3. Mr. Dileep Choksi (DIN 00016322) w.e.f October 16, 2019

4. Mr. Bharat Shah (DIN 00136969) w.e.f October 16, 2019

In accordance with the provisions of Companies Act, 2013, Mr. Atul Nishar, (DIN: 00307229), Director of the Company, retires by rotation at this Annual General Meeting and, being eligible; offers himself for re-appointment at the Annual General Meeting.

During the year Mr. R Srikrishna (DIN: 03160121) was reappointed as Additional Director designated as CEO and Executive Director in the board meeting held on July 13, 2019 and to hold office till conclusion next Annual General Meeting. The board has recommended to the members approval of regularisation of appointment of Mr. R Srikrishna at the forth coming Annual General Meeting.

The re-appointment of Mr. R Srikrishna as Whole Time Director is subject to approval of Central Government. The application for seeking approval of Central Government is filed by the Company in eform MR 2 and the same is in process with Central Government.

The information of Directors seeking appointment / re- appointment at the Annual General Meeting to be given to the shareholder as per regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is being provided separately on Page No. 104 & 105 of this Annual Report. Members are requested to refer the said section of the Corporate Governance Report.

Number of Meetings of the Board

Ten Meetings of the Board were held during the year. For details of the meetings of the Board, you may refer to the corporate governance report, which forms part of this Annual report.

Declaration by Independent directors

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

The Ministry of Corporate Affairs (MCA) in association with Indian Institute of Corporate Affairs (IICA) have introduced the maintenance of a comprehensive online databank for all the existing and aspiring Independent Directors (ID) by the IICA. The Independent Directors have registered themselves on the data bank for Independent Directors.

Board Evaluation

Annual Performance Evaluation was carried out for all Board Members, for the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations. The Schedule IV to the Companies Act, 2013 states that the performance evaluation of independent Directors shall be done by the entire board of Directors, excluding the director being evaluated.

The Board evaluation was carried out based on responses received from the Directors on questionnaire designed.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Chairman of the Board / the Nomination and Remuneration Committee ("NRC") review the performance of the individual directors on the basis of the criteria approved by the Board.

In a separate meeting of Independent Directors held on December 19, 2019, performance of Non-Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Training of Independent Directors

Pursuant to Regulation 25(7) of the Listing Regulations, the Company conducts familiarization programmes for its Directors which includes discussion on Industry Outlook, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions etc. The Executive Director and Senior Managerial personnel make presentations at the Board Meetings about Company's operations, markets, financial results, human resources and on other important aspects.

The terms and conditions of the appointment of every Independent Director is available on the website of the Company at: http://hexaware.com/investors/

Details of the familiarization programme of the independent Directors are available on website of the Company at http:// hexaware.com/investors/

Committees of the Board

Pursuant to retirement of four Independent Directors during the year, the Board of Directors has reconstituted committee on December 19, 2019.

The Board of Directors have following committees as on December 31, 2019:

1. Audit, Governance & Compliance Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Strategy and Risk Committee

The details of the composition of the committee and attendance of the meetings of Committees of the Board are provided in the Corporate Governance report.

The list of committees along with the composition of the same is also available on the website of the Company.

Compliance of Secretarial Standards

The Company complies with all applicable secretarial standards.

Policy on directors and Key Managerial Personnel appointment and remuneration and other details

The Company's policy on directors and Key Managerial Personnel appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report.

Whistle blower policy

The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The policy is reviewed annually by the Audit Committee to check the effectiveness of the policy. No personnel have been denied access to the Audit Committee. The provisions of this policy are in line with the provisions of Section 177 (9) of Companies Act, 2013. The policy is available on the website of the company at : http://hexaware.com/investors/

Statutory Auditor

The Board of Directors of the Company at its meeting held on February 8, 2018 have appointed BSR & Co. LLP, Chartered Accountants, Mumbai with Registration no. 101248W/W-100022 as Statutory Auditors. There appointment was confirmed by the members in the 25th Annual General Meeting held on May 03, 2018 for a period of 5 years, to hold office till the conclusion of 30th Annual General Meeting.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 27th AGM.

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their audit reports on the Consolidated and Standalone financial statements for the year ended December 31, 2019.

Internal Auditor

Internal Audit for the year ended 31st December, 2019 was done by Pricewaterhousecoopers Private Limited and Internal Audit report at periodic intervals were placed before the Audit Committee.

Secretarial Auditor

M/s. Makarand M Joshi & Co., Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the year ended 31st December, 2019 as per the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder. The Secretarial Audit report for the year ended 31st December, 2019 is annexed to Board's report as Annexure 3. There are no qualifications, reservations adverse remarks made by Secretarial Auditor in his report except one remark regarding delay by one day in filing Statements of Investor Grievances under regulation 13 of Listing Regulations.

Explanations or comments by the Board on the aforesaid remark:

The board has noted inadvertent delay of one day in filing Statement of Investor Grievances with Stock Exchange.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2019 for all applicable compliances as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Makarand M Joshi & Co., Practising Company Secretary shall be submitted to the Stock Exchanges within 60 days of the end of the Financial Year and the same is available on website of the Company www.hexaware.com.

Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

Cost Records

The Company is not required to maintain cost records as specified under sub-section (1) of section 148 of the Companies Act, 2013

Significant/Material Orders Passed by the Regulators

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

Corporate Social Responsibility

Pursuant to the provisions of section 135 of the Companies Act, 2013, the Company spent H99.64 Million towards CSR activities for the year ended 31st December 2019. The contents of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during year ended on 31st December 2019 as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure 4 to this Report and CSR policy of the Company is available on our website at www.hexaware.com. The Composition of CSR Committee is given in the Corporate Governance Report.

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return in the prescribed Form MGT-9, is available on our website at www.hexaware.com and is also attached as Annexure 5 to this report.

Financial year

The company has received an order from the Company Law Board under section 2 (41) of the Companies Act, 2013 for continuing January to December as its financial year. Hence the Company will maintain its financial year from January 1 to December 31.

The Mobiquity Softech Private Limited, the subsidiary company has also received approval from Regional Director, Ahmedabad under section 2 (41) of the Companies Act, 2013 for continuing January to December as its financial year and to keep the current financial year as starting from 1st April, 2019 and ending on 31st December, 2019 i.e. for period of 9 months and subsequently to continue calendar year as its financial year from 1st January of every year and ending on 31st of December.

Particulars of Directors and Employees

The table containing names and other particulars of Directors in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 (i) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure 6 to the Board Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a framework for employees to report sexual harassment cases at workplace and our process ensures complete confidentiality of information. The Company has in place Prevention of Sexual Harassment (POSH) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Frequent communication of this policy is done through various programs and at regular intervals to the employees.

The Company has setup an Internal Complaints Committee (ICC) both at the registered office and at every location where it operates in India in accordance with the Act and has representation of men and women and is chaired by senior lady member and has an external women representation.

Awareness programs are conducted during induction for sensitizing the employees with the provisions of the Act. The following is the summary of the complaints received and disposed of during the financial year 2019: a) No. of complaints received during the year: 01 b) No. of complaints disposed of: 01 c) No. of complaints pending : NIL

Green initiatives

The Company started a sustainability initiative with the aim of going green and minimizing the impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.hexaware.com.

As a part of Green Initiative notice calling the Annual General Meeting, Corporate governance report, Directors' report, Audited financial statements, Auditors' report, etc are being sent through electronic mode to those members whose email addresses are registered with the company / depositories.

Members may note that notice and annual report FY 2019 will also be available on Company's website www.hexaware.com, websites of stock exchanges i.e. BSE Limited and National stock exchange of India Limited at www.bseindia.com and www. nseindia.com respectively and on the website of NSDL www. evoting.nsdl.com The Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The facility of electronic voting system shall be made available during the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their rights to vote during the AGM through electronic voting system.

Business Responsibility Report

The ‘Business Responsibility Report' (BRR) of the Company for FY 2019 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acknowledgment

The Directors place on record their sincere appreciation of the customers, Government of India and of other countries, vendors, bankers and Technology Partners for the support extended. The Directors are also deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth of the Company is unattainable. The Directors wish to thank the investors and shareholders for placing immense faith in them. The Directors seek and look forward to the same support during the future years of growth.

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Hexaware Technologies Limited

152, Millennium Business Park,

Sector – III, ‘A' Block, TTC Industrial Area,

Mahape, Navi Mumbai – 400710

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hexaware Technologies Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st December, 2019 (hereinafter called the ‘Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter :

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st December, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment (External Commercial Borrowings are not Applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the Audit Period);

(vi) We further report that, having regard to the compliance system prevailing in the Company and on the examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following law applicable specifically to the Company:

• The Special Economic Zone Act, 2005

• Policy relating to Software Technology Parks of India and its regulations

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (here and after referred as‘Listing Regulations')

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards made there under except delay by 1 day in filing statements of investor grievances under regulation 13 of Listing Regulations.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company has allotted 10,23,332 Equity Shares pursuant to Exercise of the Option granted under different schemes of the Company.

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘Annexure A'

To,

The Members,

Hexaware Technologies Limited

152, Millennium Business Park,

Sector – III, ‘A' Block, TTC Industrial Area,

Mahape, Navi Mumbai – 400710

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Hexaware Technologies Limited (Hexaware) is committed to contributing towards its societal responsibilities beyond statutory obligations. HEXAWARE's Corporate Social Responsibility (CSR) initiative aims to broaden the vision of being accountable to the community and the environment. Our belief in good citizenship is a driver to create maximum impact through our CSR programs in areas of:

1. Education and woman empowerment

2. Environment

3. Health and sanitation

4. Sports

5. Skill development

The CSR Policy adopted by Hexaware is available in the given web link: http://hexaware.com/fileadd/csr-policy.pdf

2. The Composition of the CSR Committee.

HEXAWARE has constituted a robust governance structure to oversee the implementation of the CSR projects, in compliance with the requirements of Section 135 of the Companies Act, 2013. The members of the CSR committee as on December 31, 2019:

3. Average net profit of the company for last three financial years – H4,981.44 Million

4. Prescribed CSR Expenditure (two per cent. Of the amount, as in item 3 above) – H99.63 million

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year: H99.63 million

(b) Amount unspent, if any: Nil

(c) Manner in which the amount spent during the financial year is detailed below.

6. In case the company has failed to spend the two per cent, of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

Since the company has spent the entire 2% of the prescribed budget, this question is not applicable.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

The implementation and monitoring of our CSR Policy is in compliance with the CSR objectives and policies as laid down in this report. The CSR Committee of the Board is responsible for the integrity and the objectivity of all the information provided in the disclosure above. All the projects reported have been considered and undertaken with the best of our intentions to contribute to the greater good of the society. We have undertaken and implemented these projects with careful consideration and these projects are aligned with our vision as provided in our CSR Policy. In line with the requirements of the Companies Act, 2013, we have also instituted monitoring mechanisms to ensure the projects go on smoothly as planned.

(Management & Administration) Rules, 2014.

II. Principal Business Activities of the Company

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

III. Particulars of Holding, Subsidiary and Associate Companies

IV. Share Holding Pattern

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

(ii) Shareholding of Promoter

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

The details of datewise increase / decrease in Shareholding of top ten Shareholders is available on Company's website at www.hexaware.com

(v) Shareholding of Directors and Key Managerial Personnel:

Key Managerial Personnel

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Above does not include borrowings taken by a subsidiary company in the form of term loan of US$ 20 million. During the year the said subsidiary had also borrowed and repaid in full the working capital loan.

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

1. Above does not include remuneration of H83.76 million paid by overseas subsidary of the Company.
2. *The Cost computed and amortised over vesting period as per Ind AS 102 Share Based Payment

B. Remuneration to other Directors

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

VII. Penalties / Punishment/ Compounding of Offences:

There were no penalties or punishments levied on the Company under the provisions of Companies Act, 2013 and rules made there under during the year. Also, there was no necessity for the Company to compound any offence.