Hexaware Clarifies Proxy Advisor Recommendations on Postal Ballot

Hexaware Technologies Ltd has issued a clarification regarding voting recommendations from Institutional Investor Advisory Services India Limited (IiAS) and Institutional Shareholder Services India Private Limited (ISS) on resolutions for a postal ballot. The company emphasizes that none of the eight items involve cash costs, with share-based plans expensed at fair value and payments made by promoter entities. Dilution from certain items is minimal (around 0.33%) and spread over years, potentially reducible to nil. The plans are administered by a committee chaired by an independent director, adhering to SEBI regulations. Hexaware states the proposals aim to retain key talent during leadership transition and provide flexibility for CEO appointments. The company addresses specific observations from IiAS, particularly concerning the Hexaware Restricted Stock Unit Plan, 2026, explaining its structure as a retention instrument compliant with regulations.