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Hexaware Technologies Ltd. Board/Management Information 2026

Feb 23, 2026

35685_rns_2026-02-23_b3be9628-55bb-4984-80fb-b78171a287cb.pdf

Board/Management Information

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HEXT/SE/2026/22

Date: February 23, 2026

To, To, Listing Department Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra-Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (East), Mumbai - 400 051 Dalal Street, Mumbai - 400 001 Symbol: HEXT Scrip Code: 544362

Dear Sir,

Sub: Disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) read with Schedule III of the SEBI LODR, we hereby inform you about the following changes in the composition of the Board of Directors of the Company, committees of the Board and addition in role of a Senior Management Personnel:

a) Appointment of Mr. Alok Chandra Misra (DIN: 01542028), as Additional Director in the capacity of Non-Executive Independent Director

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, have today approved the appointment of Mr. Alok Chandra Misra (DIN: 01542028) as an Additional Director in the capacity of Non-Executive Independent Director of the Company for a term of 3 years commencing from February 23, 2026 to February 22, 2029, subject to approval of the shareholders of the Company.

Mr. Alok Chandra Misra is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other such authority.

With reference to above, please find appended herewith Annexure A for information pursuant to SEBI Circular No.SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

b) Resignation of Mr. Vivek Sharma (DIN: 10741746) as an Independent Director of the

Company.

Mr. Vivek Sharma has tendered his resignation as an Independent Director of the Company, with effect from close of business hours on February 23, 2026, due to other professional commitments. Consequently, Mr. Vivek Sharma shall also cease to be a member of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company.

HEXAWARE TECHNOLOGIES LIMITED

8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: [email protected] CIN: L72900MH1992PLC069662 | URL: www.hexaware.com

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With reference to above, please find appended herewith Annexure B for information pursuant to SEBI Circular No.SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

The letter of resignation received from Mr. Vivek Sharma is enclosed herewith as Annexure B1 . Further, in his letter, he has confirmed that there is no other material reason for his resignation other than those mentioned in his resignation letter.

c) Reconstitution of Committees of the Board

The Board has approved appointment of Mr. Alok Chandra Misra as a member of the following committees:

  • i. Audit Committee

  • ii. Nomination & Remuneration Committee

  • iii. Risk Management Committee

  • iv. Environmental, Social & Governance Committee

  • v. Cybersecurity Committee (a sub committee of the Audit Committee)

The details of revised composition of the committees are given in Annexure C

d) Appointment of Mr. Shantanu Baruah, President & Global Head – Healthcare & Insurance (H&I) Vertical for an additional role of North America – Hunting Head w.e.f. February 23, 2026.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, have today approved the appointment of Mr. Shantanu Baruah, President & Global Head – H & I Vertical for an additional role of North America – Hunting Head.

With reference to above, please find appended herewith Annexure D for information pursuant to SEBI Circular No.SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

Kindly take the above information on record.

This information will also be hosted on the Company’s website at www.hexaware.com.

Thanking you,

For HEXAWARE TECHNOLOGIES LIMITED

GUNJAN Digitally signed by GUNJAN SUMIT SUMIT METHI Date: 2026.02.23 METHI 20:35:15 +05'30'

Gunjan Methi

Company Secretary & Compliance Officer

HEXAWARE TECHNOLOGIES LIMITED

8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: [email protected] CIN: L72900MH1992PLC069662 | URL: www.hexaware.com

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Annexure A

Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.no. Particulars Details
1. Reason
for
Change
viz.
appointment,
~~reappointment,~~
~~resignation, removal, death or~~
~~otherwise~~
Appointment of Mr. Alok Chandra Misra (DIN: 01542028)
as an Additional Director in the capacity of Non-Executive
Independent Director of the Company.
2. Date
of
appointment/re-
appointment/cessation
(as
applicable)
&
term
of
appointment/re-appointment
3 (Three) years commencing from February 23, 2026.
3. Brief
profile
(in
case
of
appointment);
Alok Misra recently co-founded Guvrn (www.guvrn.com)
along with three others as India's first curated board
network
to
connect
independent
directors
with
progressive
companies
looking
to
improve
their
governance. Until June 2024 Alok Misra served as
Operating Partner and Chief Operating Officer of India at
General Atlantic (GA), where he provided financial
expertise to the firm and its portfolio companies with a
focus on GA’s investments in India and ASEAN. General
Atlantic is leading global growth equity investment firm
providing capital and strategic support for growth
companies. Prior to joining General Atlantic, Mr. Misra had
extensive experience as a public company CFO. He was
most recently Group Chief Financial Officer with WNS
Group, a leading global outsourcing company, where he
helped lead the company through significant expansion
and transformation. Prior to that, he was the Group Chief
Financial Officer of MphasiS BFL Group and served a
number of accounting and finance roles at other firms,
including ITC Limited and PwC. Alok also serves as a non-
executive / independent director on the boards of various
private and public companies. Alok is a Fellow member of
the Institute of Chartered Accountants of India and holds
an honours degree in commerce from Calcutta University.
4. Disclosure
of
relationships
between directors (in case of
appointment of a director).
There is no relationship inter-se between Mr. Alok Chandra
Misra and any other director.

HEXAWARE TECHNOLOGIES LIMITED

8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: [email protected] CIN: L72900MH1992PLC069662 | URL: www.hexaware.com

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Annexure B

Details under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.no. Particulars Details
1. Reason
for
Change
viz.
~~appointment,~~
~~reappointment,~~
resignation,~~removal, death or~~
~~otherwise~~
Resignation of Mr. Vivek Sharma (DIN: 10741746) as an
Independent Director of the Company due to his other
professional commitments
2. Date
of
appointment/re-
appointment/cessation
(as
applicable)
&
term
of
appointment/re-appointment
With effect from close of business hours on February 23,
2026
3. Brief
profile
(in
case
of
appointment);
Not Applicable
4. Disclosure
of
relationships
between directors (in case of
appointment of a director).
Not Applicable
Additional Information in case of resignation of an Independent Director (Schedule Ill - Para A(7B) of
Part A of SEBI LODR)
1. Letter of Resignation along with
detailed reason for resignation.
Resignation letter received from Mr. Vivek Sharma is
enclosed asAnnexure B1.
2. Names of listed entities in which
the
resigning
director
holds
directorships,
indicating
the
category of directorship and
membership
of
board
committees, if any.
NIL
3. The independent director shall,
along with the detailed reasons,
also provide confirmation that
there is no other material reasons
other than those provided.
The required confirmation has been provided in the
enclosed resignation letter.

HEXAWARE TECHNOLOGIES LIMITED

8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: [email protected] CIN: L72900MH1992PLC069662 | URL: www.hexaware.com

Annexure B1

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Annexure C

Sr.no. Name of the committee Name of the members
1. Audit Committee • Milind Sarwate (Independent Director) - Chairman
• Sukanya Kripalu (Independent Director)
• Alok Misra (Independent Director)
• Kapil Modi
2. Nomination and Remuneration
Committee
• Milind Sarwate (Independent Director) - Chairman
• Sukanya Kripalu (Independent Director)
• Jospeh McLaren Quinlan (Independent Director)
• Alok Misra (Independent Director)
• Kapil Modi
3. Risk Management Committee • Jospeh McLaren Quinlan (Independent Director) - Chairman
• Milind Sarwate (Independent Director)
• Alok Misra (Independent Director)
• Kapil Modi
• Shawn Devilla
4. Environmental,
Social
and
Governance Committee
• Milind Sarwate (Independent Director) - Chairman
• Sukanya Kripalu (Independent Director)
• Alok Misra (Independent Director)
• Neeraj Bharadwaj
5. Cybersecurity Committee (Sub
committee
of
Audit
Committee)
• Lucia Soares- Chairperson
• Milind Sarwate (Independent Director)
• Jospeh McLaren Quinlan (Independent Director)
• Alok Misra (Independent Director)

HEXAWARE TECHNOLOGIES LIMITED

8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: [email protected] CIN: L72900MH1992PLC069662 | URL: www.hexaware.com

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Annexure D

Appointment of Mr. Shantanu Baruah, President & Global Head – Healthcare & Insurance (H&I) Vertical for an additional role of North America – Hunting Head.

Sr.no. Particular Details of Change
(a) Reason for change viz. appointment,
reappointment, resignation, removal, death
or otherwise
Shantanu Baruah, President & Global Head –
Healthcare & Insurance (H&I) Vertical for an
additional role of North America–Hunting Head
(b) Date of appointment/reappointment/
Cessation (as applicable) & term of
appointment/re-appointment
February 23, 2026
(c) Brief profile (in case of appointment) With over 25 years of experience in the
healthcare and life sciences industry, with a
strong track record in building high-performing
global teams and leading complex client
transformations. Prior to joining our Company,
he served as Executive Vice President at HCL
Tech, where he led the Healthcare business in
North America.
In addition to his executive roles, Shantanu is a
published author of several papers and books on
healthcare,
technology,
knowledge
management, digital experience, and the impact
of big data on payers and providers.
He holds a bachelor’s degree in zoology and a
master’s degree in computer applications.
(d) disclosure of relationships between directors
(in case of appointment of a director).
Not Applicable

HEXAWARE TECHNOLOGIES LIMITED

8th floor, 13th Level, Q1, Loma Co- Developers1 Private Limited, Plot no. Gen-4/1, TTC Industrial Area, Ghansoli, Navi Mumbai, Maharashtra, India, 400710| Email: [email protected] CIN: L72900MH1992PLC069662 | URL: www.hexaware.com