Hexaware Technologies Ltd

To

The Members,

The Directors are pleased to present their Twenty eighth 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, 2020.

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

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

a) Consolidated operations:

Income from operations increased to X 62,620.80 million in 2020 from X 55,825.18 million in 2019, growth of 12.2%. The growth in Dollar terms was 6.5%, reaching US$ 845.04 million in 2020 from US$ 793.26 million in 2019. Revenue in constant currency was US$ 844.50 million in 2020, growth of 5.4%. Growth was driven largely by volume increase.

EBITDA after RSU costs increased to US$ 140.60 million in 2020 compared to US$ 124.84 million in 2019, growth of 12.6%. In INRterms, it saw growth of 19.2% and increased to X 10,468.44 million in 2020 compared to X 8,782.87 million in 2019.

Profit from Operations (profit before Exchange rate difference, Interest, Other income and Provision for taxation) was atRs. 8,144.55 million in 2020 as against Rs. 7,748.74 million in 2019, growth of 5.1%. The growth in profit from operations without considering RSU cost under long term incentive plan was 10.8%.

Profit before tax grew 2.7% to X 8,004.99 million in 2020 compared to X 7,792.67 million in 2019.

Profit after tax stood at X 6,215.00 million in 2020 as compared to a profit of X 6,413.43 million in 2019, decrease of 3.1%. PAT margins in INR terms were at 9.9% in 2020 compared to 11.5% in 2019.

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 2020

• In 2020, growth in revenue was 12.2% in INR terms and 6.5% in USD terms compared to 2019.

• EBITDA after ESOP/RSU cost growth in 2020 was 19.2% in INR terms and 12.6% in USD terms.

• EBIT growth in 2020 was 7.4% in INR terms.

Over the past few years the focus has been on adding and growing clients with meaningful revenue base. This has led to revenue growth being higher than growth in number of accounts, leading to increased revenue per client. In 2020, the Company added 1 client over US$ 20 million category, 5 Client in the US$ 5-US$ 10 million category. While the Covid-19 crisis has challenged every aspect of our customer's business we could maintain large size account during this pandemic.

b) India operations:

In the year 2020, the revenue of the standalone legal entity increased by 13.4% to X 24,277.87 million in comparison with revenue of X 21,409.11 million in the previous year. The net profit after tax was X 5,381.77 million as compared to X 5,075.33 million in 2019 showing growth of 6.0%.

Share capital

The paid-up Share Capital of the Company as on December 31, 2020 was X 600.66 million comprising of 300,330,455 Equity Shares of X 21- each. During the year 1,946,134 shares were exercised under different ESOP schemes.

The market capitalisation of the Company was at X 142,656.97 million (US$ 1,952.33 million). The market capitalisation is calculated on the basis of share valuation of X 475 being exit price offered by the promoters to the residual shareholders and the closing exchange rate of 1 US$ = X 73.07 as of December 31, 2020.

Other equity (Reserve and surplus and other comprehensive income)

The Standalone total other equity increased to X 22,479.23 million as compared to X 18,916.32 million as of FY 2019, increased of X 3,562.91 million.

The Consolidated other equity increased to X 31,757.83 million as compared to X 27,057.86 million as of FY 2019, increased of X A,699.97 million.

The Securities premium reserve balances stood at X 4,290.43 million.

The balance of the Retained Earnings after the appropriations for the year is X 14,599.75 million on Standalone basis. On consolidated basis, the balance in the Retained Earnings stands at X 21,741.23 million.

Forex Mark-To-Market: The year-end cash flow hedging reserve (net of tax) stood at profit of X 250.68 million on standalone basis and X 234.29 million on consolidated basis, as compared gain of X 226.06 million both on standalone and consolidated basis in the previous year recognised in accordance with the hedge accounting provision of Ind AS 109 Financial Instruments.

As at December 31, 2020, the Company has balance of X 824.65 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 X 2,117.71 million on standalone basis and X 2,144.05 million on consolidated basis.

Dividend

During the year 2020, the Company paid one Final dividend and two interim dividends on equity shares, Final Dividend 2019 X 2.50 (125%), First Interim Dividend 2020 - X 3.00 (150%), Second Interim Dividend 2020 - X 1.50 (75%), totalling to X 7.00 per share (350%).

The board of Directors at its meeting held on February 11, 2021 declared third interim dividend 2020 of X 3.50 (175%) for the year ended 2020, with this total dividend declared for the year 2020 aggregated to X 8 (400%) per share.

The total dividend declared and paid in 2020 on account of interim and final dividend amounts to X 2,092.34 million.

The break-up of dividend 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. 6, 9 and 24 of Standalone Financial Statements.

Subsidiaries and associates

During the year 2020, Company has invested X 7.32 million in share capital of Hexaware Technologies Nordic AB, wholly owned Subsidiary Company and X 5.35 million in Share Capital of Hexaware Information Technology (Shanghai) Limited, wholly owned Subsidiary Company.

During the year the Company has sold its investment in M/s.Experis Technology Solutions PTE LTD.

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 position 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, will be available for inspection in electronic mode. Any shareholder interested may write to the Company Secretary.

Cash Flow

The cash generated from operations in 2020 was X 14,452.18 million. The Company has invested X 736.15 million in property, plant and equipment and intangible assets, mainly for new development centre in Chennai, Noida, Bangalore and Pune. Further, the Company has paid the final deferred consideration payment of X 3,588.98 million for acquisition of Mobiquity Inc. During the year, the Company paid dividend including tax deducted at source of X 2,092.34 million.

The Company has received X 3.93 million from issue of shares. As of December 31, 2020 the cash position of the Company was X 10,378.57 million including the restricted bank balance equivalent to US$ 142.04 million. The total cash & bank balance was at X 10,114.45 million equivalent to US$ 138.42 million.

Delisting of Shares

The Company received a proposal from the Promoter dated June 4, 2020, wherein the Promoter expressed its intention to make a voluntary delisting offer, to acquire all the Equity Shares that are held by the Public Shareholders; and consequently voluntarily delist the Equity Shares from the Stock Exchanges, BSE Ltd and National Stock Exchange of India Limited.

The main objective of the Delisting Proposal was for the Promoter to obtain full ownership of the Company which will in turn provide increased operational flexibility to support the Company's business. The delisting will also help in cost savings and allow the management to dedicate more time to focus on Company's business.

The letter of offer was sent to Shareholders to tender the shares under reverse book building process. The promoters along with promoter group entity successfully acquired more than 90% Shareholding of the Company (including their existing holding in the Company) at the discovered price of Rs. 475/-.

After seeking final delisting approval from BSE and NSE, shares of the Company were delisted w.e.f. November 9, 2020.

The promoters sent exit offer document to residual public shareholders to tender their shares to Promoters at exit price of Rs. 475 till November 8, 2021.

India based Global Delivery Centers

Mumbai

The Company has two Offshore Development Centers (ODCs)at Millennium Business Parkin Mahape, Navi Mumbai. One of these is the registered office of the Company. Both these ODC's houses around 1,060 employees.

The Company's BPS arm operates out of two service centers in the same complex, with around 1650 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 2700 employees including for BPS operations. There are around 1800 working from this center.

Chennai

There are around 4,475 IT employees working from the Company's 27 acre campus in Chennai. This campus 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 5500 seats in Phase 1. The Company has also constructed Phase 2 with additional 3300 seats.

The BPS arm also operates out of another two facilities in Chennai of which one is in SEZ unit with seating capacity of 1900. The combined strength of around 1220 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 1500 seats. Around 1400 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 150 employees and around 120 employees are working from this location

Noida

The Company has a Delivery Centre at Noida. It has seating capacity of 265 employees. Around 135 IT employees are currently operating from this delivery Centre.

Bengaluru

This facility in the India's IT capital of Bengaluru that has capacity of 285 seats. Around 172 IT employees are currently operating from this delivery Centre.

Nagpur

The Company owns 20 acres of land in MIHAN SEZ, Nagpur, a tier II city. This facility is currently operational with around 720 BPS employees and has seating capacity to accommodate 1450 employees.

Ahmedabad

Mobiquity Softech Private Limited, the subsidiary company, has office in Ahmedabad which has seating capacity of around 240 employees and around 200 employees are working from this location.

Coimbatore

Hexaware's BPS arm has a facility in Coimbatore with seating capacity of 250 employees and around 60 BPS employees are working from this facility for providing BPS services to its global clients in shift mode.

Overseas Global Delivery Centers (GDC)

New Jersey (USA)

The Company has GDC at New Jersey, USA with seating capacity of 64 employees and currently 40 IT Employees are working from this delivery center.

Alpharetta, GA (USA)

The Company has GDC at Alpharetta in the state of Georgia, USA with seating capacity of 275 employees and currently 120 IT and BPS employees are 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 260 employees and currently around 105 IT 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 35 and currently 35 IT employees are working from this delivery Centre. This delivery Centre is in operation at its 100% capacity

Waltham, MA (USA)

Mobiquity has GDC at Waltham, MA, USA with seating capacity of 50 employees and currently around 30 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 44 employees are working from this GDC.

Wayne, PA (USA)

Mobiquity has GDC at Wayne, PA, USA with seating capacity of 56 employees and currently around 56 employees are working from this GDC. This delivery Centre is in operation at its 100% capacity.

Mexico

The Company has a strong presence in Mexico with a nearshore Delivery Centre at Saltillo with employee's seating capacity of 680. 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 645 IT and BPS Employees are working from this delivery Centre.

Company also has GDC at Monterry, Mexico with seating capacity of 137 and currently 119 IT employees are working from this delivery Centre

Amsterdam (Netherlands)

The Company has GDC at Amsterdam with seating capacity of 12 and currently 6 IT Professional employees are working from this delivery Centre.

Mobiquity also has office at Amsterdam with seating capacity of 114 employees and currently around 216 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 54 employees and currently around 30 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 107 employees are working from this location for providing BPS Services to Global Client.

Dubai

The Company has GDC at Al Quds, Dubai for its BPS operation which has seating capacity of 90 Employees. Currently 90 employees are working from this location for providing BPS Services to Global Client. This delivery Centre is in operation at its 100% capacity.

China

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

Singapore

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

Hong Kong

The Company has GDC at Hong Kong. Currently around 7 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 109 employees are working from this delivery Centre (including employees working onsite) at Australia.

Japan

The Company has GDC at Japan. Currently around 26 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 Hexaware's growth story. The industry today is changing rapidly with many disruptive business models necessitating a need for human capital to adapt in an agile manner. Automation and digitisation have become buzzwords today. The focus of the Company has been to leverage digital re-imagination to drive growth and efficiency of our 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. We strengthened our recruitment efforts through continued employee referrals, job fairs, social media & campus recruitment drives. Over the last year, the Company has added 6,747 employees taking the total strength to 19833 as of December 31, 2020. The Company is focused towards attracting and retaining high calibre employees through comprehensive Hiring and on-going Deployment processes. Our Gender Diversity is more evident now with a healthy 29% of our workforce being women.

We take pride in our continued focus on employee retention, initiatives taking by the Company during pandemic are given in the para below. In our sustained efforts to make Hexaware a Great Place to Work, our focus has been on furthering employees' career aspirations. This focus strengthened by our Rewards & Recognition program has helped reduce our attrition rate from 15.8% last year to 11.9% as on December 31, 2020. We believe that our workforce lives our brand and to that end the HR team is always working on initiatives that help build an engaging organisation. Today, the youthfulness and the agility in our talent reflects the new brand identity of Hexaware.

To sustain our Human Capital Strategy, we have identified and consolidated strong performance indicators. This has led to an increased focus on accountability and ownership from all.

Talent Management - Asset Development

Hexaware believes that great talent is the biggest source of competitive advantage. Keeping its talent pool at the centre of all the management strategies is our 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 internal pipeline of talent and to provide a platform for talented individuals to shine, innovate and create value for our clients. The Company is driven by a combination of robust strategies, passionate teams and a global culture rooted in innovation and automation.

Hexaware believes that appreciation propels people to give their best at work and our robust Rewards & Recognition portal bears testimony to that. Managers are continuously encouraged to ingrain a culture of appreciation and nominate deserving employees for awards such as Spot/Ace/Star, Best Debutant and Best Team etc. Winners are guaranteed global recognition in the Hexaware world creating a memorable employee experience that is paramount to our R&R strategy. We have launched the InAwe portal- a dedicated portal for Rewards and Recognition. This makes our R&R process more robust and stringent. We have also seen an increased engagement and a more pronounced culture of appreciation after launch of the InAwe portal.

To help smoothen the process of Performance Management and to familiarize our people with the nuances of our tool, we have regular connect sessions and specific learning modules designed by the HR team. Our Performance Management System has an inbuilt structured and streamlined process to objectively evaluate one's performance against pre-defmed goals. We also made goal setting an integral part of the Performance Management Process. The career management framework brings together all key functions like Internal Job postings, PMS, Learning etc. to provide a clearly defined structure that helps the employee understand the various roles / career choices available and how to make transitions. The PMS also has the functionality to identify future talent needed by the organisation and a pipelined approach to groom the future leaders of Hexaware in collaboration with our Learning and Development arm: Hexavarsity. We help hone the skills of our consultants through various training interventions, regular Hackathons both internal and those organised by our service partners. The Technical Competency Development Program (TCDP) run by our Learning and Development team focusses on aligning the technical skills of our people to their specific roles. 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.

We focus on holistic employee development. In our quest for consistency and excellence, we reward our top performers and we have the exclusive High Performers Club (HPC) program, the membership to which is restricted only to our consistent top achievers. Hexaware's Mavericks Learning Program is designed to nurture the concepts of 'Learning to Learn' and 'Learn by Doing' which encourages and helps build every Fresher's ability into becoming more resourceful and self-reliant, all of which are crucial traits required to meet the current and future business demands and challenges. This program is conducted for fresh graduates, both from engineering and non-engineering backgrounds, who are hired directly from campuses and off campus recruitment drives. The Premier Mavericks program includes engineers with niche skills and competencies.

Another popular initiative at Hexaware that helps us tap into the collective intelligence of our talent is Brainbox. This is a platform for our consultants to post ingenious ideas that go a long way in helping our customers save time and money. The passion of our people in contributing to this initiative is evident from the participation and reflects our belief in creating a highly engaged customer centric talent pool.

Employee Engagement is a binding force that helps us work globally. We understand the need for employees to connect with the Hexaware world on a global platform and our internal social platform Yammer helps us to collaborate, brainstorm, provide real-time feedback and communicate with our leaders directly. Our Fun@Work activities throughout the year helps our consultants to relax, rewind and rejuvenate themselves. These activities run by the different Funsters groups along with unit picnics, project lunches, ODC based fun initiatives are all geared toward team bonding and strengthening our common goal of working together as one Hexaware despite being spread out in various locations worldwide. We also have developmental programs such as Hexaware Future Leaders and Hexaware Future Executives to groom future leaders of our Company. We also had our first batch of Summer Interns representing the Hexaware Future Leaders' group last year. The engagement programs that we launched during the pandemic year helped enhance the employee experience. Programs such as Fam Jam (A fun event for the family members of Hexawarians, Leadership Lantern series (Inspiring sessions by leaders to help people cope with trying times), THEFITPROJECT (Fighting it together- A program that focusses on employee wellbeing, Koffee with Keech (a session with the CEO) were the hallmarks of last year. In this very successful program (Koffee with Keech) a small group of handpicked employees get a chance periodically to do an interactive session with Keech. The topics discussed were around:- Diversity at Hexaware (and how to improve it), Next Gen Hexawarians (Kids of our employees ), Unique challenges faced by women during Work From Home (WFH) (and how we can support them), What Hexaware can learn from other organisations via our new joiners, etc. The series was so well received by our employees that we launched few initiatives based on the feedback from these sessions. 'Pay It Forward' Initiative was an exercise in empathy we undertook in the tumultuous 2020. In this initiative, we sought the help of Hexawarians to assist their colleagues by volunteering their time. By helping them and taking over some day-to- day chores like virtual baby-sitting, help their kids with schoolwork or projects, reading to the elderly, volunteers helped with some much-needed downtime for over-worked/ stressed colleagues. In the classic 'Pay it Forward' method, if we are the recipients of an act of kindness, we in-turn do something in kind to help another Hexawarian. As part of this initiative, we had two registers: one for the employees who needed the help (especially women employees who are juggling a lot of responsibilities at home) and the second was for those who wanted to volunteer their time. The registers were then matched based on the requirement and the employees were connected with one another accordingly and supported each other with the required service.

Hexaware's Talent Management approach is to bring about transformation and growth opportunities for our 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.

Information Security

Information Security, also referred as Cybersecurity is a critical enabler of business requirement today to ensure secured IT operations. Hence, it is part of the mainstream discussions at the board meetings getting reviewed for the business advantage, impact and risk considerations. The governance and management of Information Security is of paramount importance to the Company. Beyond compliance to laws, regulations, global standards and industry best practices, the expectations of the customers focusses on capability to managing dynamic landscapes of threats and vulnerabilities to ensure Information Security assurance while progressing technology adoption and innovation. Substantial investments were made by the Company to ensure secured technology adoption of cloud, virtualisation, 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 provide competitive advantage as well as Nextgen and Hybrid security cover to business operations of the Company. This was evident during COVID-19 pandemic, as the Company could enable Work-From-Home for 100% of its employees proactively within a few days. 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. This year saw the Company getting ISO 22301, the global standard for Business Continuity and officially known as 'Societal Security' due to governance of all- encompassing resilience factors. The governance review of Information security management validates and ensures all measures recommended and expected by the international standards, legal and regulatory requirements and also the customer contracts. Initiatives on automation, threat and vulnerability management, risks related to remote working and resilience were the focus during the year elapsed. Continuous Improvement on regulatory compliance related to GDPR and Privacy Laws of different countries and entities, adoption of latest industry best practices and frameworks to strengthen the security program were also progressed during the elapsed year. Cyber Security resilience to manage various technical, man-made, natural including prolonged remote working due to pandemic and perceived threat scenarios were part of Company's business continuity management program which were implemented and audited during ISO 22301 certification. Role based security education, annual refresher trainings on information security and privacy, awareness sessions on emerging security challenges are provided 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 maintaining existing external benchmarks and certifications, the Company has enhanced its focus on Business Continuity and societal security by updating our processes for ISO 22301:2012 and getting certified for it. The Company continues to adhere to international quality certifications such as ISO 9001-2015, ISO 27001:2013, ISO 20000-1:2018, CMMI - DEV Ver 1.3 - Level 5, ISAE3402 and SSAE16 SOC-2 Type II.

The Customer satisfaction survey is done on an annual basis to measure the level of satisfaction of customer. An Independent agency conducts the survey. The Company scored 84.29 as against an industry score ranging from 43.81 to 84.32. 84.29 is the highest EX score that we have achieved in the last seven years and we are ranked second highest in the IT industry as well. We have also received the highest scores till date for all key business metrics namely advocacy, loyalty, satisfaction and value for money.

Benefits to Customers

"BrainBox" is the platform to encourage 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 the year 2020, 65% of the employees have proudly participated in this initiative and have posted over 1174 ideas proposing value additions under categories like automation, productivity improvement, financial savings and accelerate the time to market the customer's products and services. 822 of these ideas have been successfully delivered generating savings of over US$ 31.04 million and around 427,803 hours of effort saved last year, which is approved by esteemed customers of the Company. BFS vertical leads the pack by implementing 249 CVAs followed by H&l 205 and M&C 190. ATM 240, DA 130 and BIBA 120 remain the top competencies / technologies used by teams to deliver higher number of CVAs to customers in the year 2020. The total cost saved in the year 2019 was US$ 23.52 million whereas in the year 2020, the cost saved is US$ 31.04 million. The count of implemented CVAs has increased in FY 2020 under various categories; Financial Saving 325, Market Ideas 25, Productivity 778, Time to market 46.

BrainBox 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.

Customers have benefited as a result of the high quality of delivery and support, fewer defects, reduction in cycle time, 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. 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 delight and repeat business. Implementing the best in class processes and providing training on it has enabled the organisation 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 organisation.

Company focused on Corporate Governance

The effective corporate governance practices constitute strong foundation on which successful commercial enterprises are built. The Corporate Governance practices of the Company are designed to act in the best interest of its stakeholders comprising regulators, employees, customers, vendors, investors and the society at large. The Company considers stakeholders as partners in its success and remain committed to maximising stakeholders' value.

Integrity, transparency, accountability, Independence are key principals of our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times.

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 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 2011, 2015 and 2018 and won the Special Commendation in the year 2009 and 2013.

The separate report on Corporate Governance along certificate from the Auditors on its compliance, is attached and forms part of this Report.

Risk Management

The risk landscape in the current business world is changing animatedly with the elements of Cyber security, Information Security, Data Privacy etc. The Company has set up Enterprise Risk Management (ERM) function that enables the achievement of the Company's strategic objectives by identifying, analyzing, assessing, mitigating, monitoring and governing any risk or potential threat to these objectives.

The Company has constituted a Strategy and Risk Management 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 details of risk faced by the Company and mitigation measures are discussed in detail in Business Overview and 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, 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 hospitalisation, accident and death, this year the coverages on these policies were enhanced to ensure coverage for the Pandemic.

Internal Financial Control Systems

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. Strong internal controls and scalable processes are imperative to manage the operations of the Company.

The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements. The internal auditors perform an independent check of effectiveness of key controls in identified areas of internal financial control reporting. 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 Controls 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 146.

HexaVarsity

Your Company invests in continuous Talent Development to support the growth of your organisation, customer requirements and employee needs. Opportunities for Learning & Development is a commitment in our Employee Value Proposition. This year, we focused on driving learning adoption and extending coverage to ensure a nimble workforce to meet our business growth. Hexavarsity was ready for the post-pandemic 'Work from home' model having moved to Cloud based systems much earlier, carrying on its business seamlessly during the year.

Workforce Development Evolve

'Evolve¹ is our path-breaking talent transformation framework to upskill our employees and equip them for the next generation services we deliver to our customers. Through a combination of blended learning and a stringent four step assessment our employees are certified in 'Target State Roles' that are required by our customers. Target State roles are now pivotal and applied right from recruitment to Role based certification and performance management. 'Evolve¹ empowers every employee to take charge of their career and growth and 'Own their game'. The Program has been recognised by the industry for its innovation and business impact and was adjudged 'The Best Learning & Development Program of the Year' in the Learning & Development Influencer Summit recently.

Jumpstart

During the year Hexavarsity launched "Jumpstart" a focused training program for employees between projects to ensure they are quickly re-skilled/upski lied for the business pipeline. This ensures a supply of internal talent for new business, motivates employees, and improves our utilisation levels.

Insights

Our Peer to Peer connect Learning program, 'INSIGHTS', are bite-sized sessions on new and emerging tools and technologies conducted by our own Subject matter Experts on areas like Computer vision, Quantum programming, Design Thinking, etc. The program helps create awareness of new tools and trends in the market and has been well received by our employees.

Organisational Development

During the year we re-launched our updated Organization Development programs for our employees. Examples include programs for Leadership capability for Managers and Senior Leaders, Project Management excellence, Business Consulting and Business Analysis. These programs have been further reinforced by adding individual Coaching to all consultants to help them apply the skills and competencies in their work environments with guidance from experts. During the year, your Company has also launched a pilot program for Coaching to develop a fountain head of talent your organisation.

Communication Development

Effective business communication is a key skill in the modern delivery today. This is also one of the biggest gates in talent acquisition in the Indian market. During the year, Hexavarsity rolled out a new and improved tool-based assessment for English Proficiency and Communication. We also launched a global program on enhancing communication through a four- stage program focusing on English Proficiency, Speaking,

Listening & Writing effectively in business environments. Hexavarsity also supports our employee driven, voluntary club 'Toastmasters', member of Toastmasters International, focused on promoting communication and public speaking. The Hexaware Toastmaster's club won the coveted President's Distinguished Club for 2019-20.

Campus Training

Hexavarsity plays a key role in training fresh Campus graduates every year for the Company. The program has gone through continuous improvements over the years and is a key enabler of fresh talent into the Company. Hexavarsity switched the training seamlessly to an online, virtual format during the pandemic ensuring there is no disruption in our Campus training and induction.

To further ensure higher control and quality of our Campus graduate intake, during the year, Hexavarsity launched 'Segue' a unique early engagement program in select colleges. Through the program, Hexaware pre-selects Campus graduates during their early years in college, trains them early and gets them industry ready. This program ensures that we identify good talent early for your Company and bring them on board.

MOU with ICT Academy

During the year, your Company signed a MOU with The ICT Academy, Tamil Nadu to sponsor talent development of students identified by them and help them prepare for the expectations of the IT Industry. HexaVarsity conducted Training workshops, certified trainers, helped define the curriculum and assessments and shared best industry practices for this program during the year.

Management Trainees

During the year, your Company successfully inducted Management graduates from Top Business schools to nurture and develop future leadership talent for the Company. Hexavarsity played a key role in their induction and training during the year.

Professional Certifications

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

World HRD Congress 2021

• Excellence in Training & Development Award. An overall award for Best Results-Based training

• Best Enterprise learning platform implementation

Learning & Development Influencer Summit & Awards 2021

• Outstanding Learning & Development strategy

• Best Learning & Development program

• Best Learning & Development Leader of the year

Related Party Transactions

During the financial year 2020, 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 to the extent applicable.

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.

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/

Employee Stock Option Plans (ESOP)

The Company has introduced various employee stock options plans/restricted stock unit plans from time to time to motivate, incentivise, attract new talents 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 Companies Act, 2013, read with the Rules issued thereunder. 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 the year 2020, following were the exercise made by employees and grant made to employees/director under ESOPs:

1.946.134 options were exercised and the Company allotted

1.946.134 equity shares of Rs. 2/- each (face value) to the employees on such exercise.

1,322,141 Restricted Stock Units (RSUs) were granted under 2015 scheme during the year 2020 as explained below:

• February 11, 2020 - 114,750 RSUs.

• July 27, 2020 - 1,183,391 RSUs.

• October 22, 2020 - 24,000 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 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 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').

Dividend Distribution Policy

The Dividend Distribution 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 2020 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 Mrs. Meera Shankar (DIN 06374957) ceased to be Director of the Company pursuant to completion of second term of appointment as an Independent Director.

During the year following Directors were appointed as Independent Directors:

1. Mr. Milind Sarwate (DIN 00109854) w.e.f April 25, 2020

2. Ms. Madhu Khatri (DIN 00480442) w.e.f April 25, 2020

3. Mr. Rajeev Kumar Mehta (DIN: 08897689) w.e.f. October 5, 2020

In accordance with the provisions of Companies Act, 2013, Mr. Jimmy Mahtani, (DIN: 00996110), 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. Rajeev Kumar Mehta (DIN: 08897689) was appointed as Additional Director w.e.f October 5, 2020 to hold office till conclusion of the ensuing Annual General Meeting. The board has recommended to the members approval of regularisation of appointment of Mr. Rajeev Kumar Mehta in the forth coming Annual General Meeting.

Mr. Atul Nishar (DIN 00307229) ceased to be Chairman of the Company w.e.f January 1, 2021 and continues to be Chairman Emeritus. Mr. Rajeev Kumar Mehta (DIN 08897689) Independent Director of the Company is appointed as Chairman of the Company w.e.f January 1, 2021.

The information of Directors seeking appointment / reappointment at the Annual General Meeting to be given to the shareholder is being provided separately on Page No. 245 & 246 of this Annual Report. Members are requested to refer the said section of the Notice convening the Annual General Meeting.

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 (MCA) have introduced the maintenance of a comprehensive online databank for all the existing and aspiring Independent Directors (ID) by the MCA. The Independent Directors have registered themselves on the data bank for Independent Directors.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of Finance, Technology, Corporate governance, Global business, Personal values and they hold highest standards of integrity.

Board Evaluation

Annual Performance Evaluation was carried out for all Board Members, for the functioning of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013. 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 the 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 and inputs received on the same.

In a separate meeting of Independent Directors held on December 9, 2020, performance of Non-Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Training of Independent Directors

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, SEBI Listing 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 one Independent Director and appointment of new Independent Directors during the year, the Board of Directors reconstituted committees of the Board.

The Board of Directors have following committees as on December 31,2020:

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.

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. Their appointment was confirmed by the members in the 25th Annual General Meeting held on May 3, 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 financial statements for the year ended December 31, 2020.

Internal Auditor

Internal Audit for the year ended December 31, 2020 was done by Pricewaterhousecoopers Private Limited and Internal Audit report for every quarter was 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 December 31, 2020 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 December 31, 2020 is annexed to Board's report as Annexure 3. There are no qualifications, reservations, adverse remarks made by Secretarial Auditor in his report.

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 Rs. 109.94 million towards CSR activities for the year ended December 31, 2020. The contents of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during year ended on December 31, 2020 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.

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.

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 in electronic mode. 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 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 sensitising the employees with the provisions of the Act.

The following is the summary of the complaints received and disposed of during the financial year 2020:

a) No. of complaints received during the year: NIL

b) No. of complaints disposed of: NIL

c) No. of complaints pending: NIL

Green Initiatives

The Company started a sustainability initiative with the aim of going green and minimising the impact on the environment. Like the previous years, this year too, the Company is publishing only the statutory disclosures in 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 2020 will also be available on Company's website www.hexaware. com, 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 the year 2020 forms part of this Annual Report.

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.