Hexaware Tech.

Continuously improve our offerings and platforms.

Deepen and expand relationships with existing customers.

Acquire new customers with focus on large customers to tap high value opportunities.

Strategically expand into untapped geographies and industries.

Create and develop advanced talent and optimize cost of delivery.

Focus on operational improvement.

Strategic M&A aimed at new capabilities and expanded geographic footprint.

Deep domain expertise delivered through comprehensive solutions across industries.

AI-led digital capabilities and platforms built in-house with innovation as a strategic pillar.

Long-term and embedded relationships with diversified blue-chip customer base.

Go-to-market strategy focused on customer acquisition and expansion.

Global, scalable, flexible delivery model with a certified and skilled talent pool.

Experienced and tenured leadership driving a people-first and thriving organizational culture.

Track record of growth and cash generation.

The company derived 73.4% and 71.5% of its revenue from operations from the Americas and 20.5% and 22.1% of its revenue from operations from Europe for the nine months ended September 30, 2024 and the Financial Year 2023, respectively. Any adverse changes in economic conditions that negatively affect the economic health of the geographies and markets in which the company has a presence could affect its business, financial condition and results of operations.

The company derived 28.3% and 21.2% of its revenue from operations for the nine months ended September 30, 2024 and 27.2% and 21.7% of its revenue from operations for the Financial Year 2023 from the company customers in the `Financial Services` and `Healthcare and Insurance` operating segments, respectively. Any factors that negatively affect these operating segments could affect its business, financial condition and results of operations.

Its business depends on the company ability to attract and retain highly skilled professionals. If the company fails to attract, retain, train and optimally utilize these professionals, its business may be unable to grow and the company results of operations and profitability could decline.

A reduction in the outsourcing budgets by its existing and prospective customers could affect the company pricing and volume of work.

The Company will not receive any proceeds from the Offer.

Its results of operations may suffer if the company is not able to improve or maintain its resource utilization or employee productivity levels.

The company employee benefits expense and subcontracting charges accounted for 83.7% of its total expenses for the nine months ended September 30, 2024, and 84.5% of the company total expenses for the Financial Year 2023. An increase in employee and subcontractor costs, including on account of changes in regulations, may prevent it from maintaining the company competitive advantage and may reduce its profitability.

A significant portion of its revenue from operations is attributable to certain top customers, and often the company is not their exclusive IT services provider. If its cannot maintain and expand the company existing customer base, its business, financial condition and results of operations may be adversely affected.

Foreign exchange-related risk could adversely affect its business.

The company is vulnerable to cyber-attacks, computer viruses, ransomware and electronic break-ins which could disrupt its operations and have a material adverse effect on the company business, financial performance and results of operations.

The company business is subject to evolving laws regarding privacy, data protection and other related matters. Many of these laws are subject to change and could result in claims, changes to its business practices, monetary penalties, increased cost of operations, or declines in customer growth or engagement, which may harm its business.

Anti-outsourcing legislation, if adopted, could harm its ability to compete effectively and impair the company ability to service its customers.

There have been certain instances of delays in payment of statutory dues in relation to its employees by the Company and Indian subsidiaries. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on its financial condition and cash flows.

The company relies on subcontractors and third-party service providers, who may not perform their obligations satisfactorily or in compliance with law, and its may have insufficient or no recourse against such subcontractors and third-party service providers.

Its ability to expand the company business and procure new contracts or enter into beneficial business arrangements could be affected by non-compete clauses and restrictions on third-party consultants in its agreements with existing customers.

If the company is unable to develop or innovate its service offerings to address emerging business demands and technological trends, it may adversely impact its business and future growth. In addition, the company investment costs incurred in developing its software products and platforms may not yield the intended results and could adversely impact its results of operations.

The company Promoter will be able to exercise substantial control over the Company and may have interests that are different from those of its other Shareholders.

The Offer Price of its Equity Shares, the company price-to-earnings ratio, its enterprise value to EBITDA ratio and the company market capitalisation to total revenue from operations ratio may not be indicative of the trading price of its Equity Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a significant part or all of your investment.

Issues related to the development and use of artificial intelligence ("AI"), including generative AI ("Gen AI") could lead to changes in its customers` operations, give rise to legal and/or regulatory action, damage the company reputation or otherwise materially harm its business. The integration of Gen AI in the company tools and platforms also exposes it to additional data security and privacy risks.

The company is subject to laws and regulations in the United States and other countries in which the company operates concerning its operations, including export restrictions, U.S. economic sanctions and the Foreign Corrupt Practices Act, or FCPA, and similar anti-bribery laws. If the company is not in compliance with applicable legal requirements, its may be subject to civil or criminal penalties and other remedial measures, which could materially and adversely affect its business, financial condition and results of operations.

If the company pricing structures does not accurately anticipate the cost, complexity and duration of its work, then the company contracts could result in cost and time overruns, which could make its contracts unprofitable.

Any failures to protect its intellectual property rights may have an adverse effect on its business, financial condition and results of operations.

The company may faces intellectual property infringement claims that could be time-consuming and costly to defend. If the company fails to defend ourselves against such claims, its may lose significant intellectual property rights and may be unable to continue providing its existing services.

The company customers may assert claims for damages against it that could result in substantial monetary awards or terminate its contracts which may have a material adverse effect on its business, financial condition, results of operations and prospects.

The company ,and its Subsidiaries and certain of its Directors are involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact its business, reputation, financial condition and results of operations.

If the company is unable to retain the services of members of its Key Managerial Personnel and Senior Management, the company business and its competitive position and customer relationships, may be adversely affected.

The company operates in a highly competitive environment and may not be able to compete successfully which could result in price reductions, reduced operating margins and loss of market share.

Its business depends on a strong brand and corporate reputation and if the company is unable to maintain and enhance its brand, the company ability to grow its business, results of operations and financial condition may be adversely affected.

Its past growth rates may not be indicative of the company future growth, and if its unable to manage its growth or any business diversification initiatives, adapt to evolving customer demands and market trends, and execute its strategies effectively, the company business, financial condition, cash flows and prospects may be adversely affected.

There have been delays in its filings with the RBI under FEMA Laws and the company has filed compounding applications in this regard. and consequently, its may further be subject to regulatory actions and penalty fees for such non-compliance which may adversely impact its financial condition.

The company may fails to identify or successfully acquire target businesses and its acquisitions could prove difficult to integrate, disrupt the company business, dilute shareholder value and strain its resources.

Its international operations expose it to complex management, legal, tax, economic and regulatory risks, which could adversely affect its business, financial condition and results of operations.

The company has experienced, and may in the future experience, a long selling and implementation cycle for certain projects that require it to make significant resource commitments prior to realising revenue for the company services. Any delays in recognising revenue from operations after incurring costs related to its sales or services process could materially and adversely affect its business, financial condition, cash flows and results of operations.

The company is exposed to counterparty credit risk and delays in receiving payments or non-receipt of payments may adversely impact its business, financial condition, cash flows and results of operations.

If the company lose access to software applications developed by others, its may become less competitive and the company business, results of operations, and financial condition may be harmed.

If the company risk management, business continuity and disaster recovery plans are inadequate or not effective and its global delivery capabilities are impacted, the company business, financial condition and results of operations may be materially and adversely affected and its may suffer harm to the company reputation.

Software failures, breakdowns in the operations of its servers and communications systems or the failures to implement system enhancements could harm the company business.

The company incorporate third-party open source software in connection with our development of technology infrastructure and the company failures to comply with the terms of the underlying open source software licenses could adversely affect its ability to offer the company products and services, impact its customers and create potential liability on the company.

If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage or accurately report the company financial risk. Employee misconduct or such failures of its internal processes or procedures could harm the company by impairing its ability to attract and retain customers and subject it to significant legal liability and reputational harm.

Certain of its corporate records and statutory filings are not traceable. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against it in the future in relation to any such discrepancies.

Its insurance coverage may not be adequate to protect the company against all potential losses to which its may be subject, and this may have a material adverse effect on the company results of operations and financial condition.

The company does not own all its office premises. Any termination or failures by the company to renew the lease agreements in a favourable and timely manner, or at all, could adversely affect its business, cash flows, results of operations, and financial condition.

Certain of its offices are located within industrial development corporation premises. If the company is unable to comply with conditions of use of such land or otherwise renew existing leases for such offices, its may have to relocate the company operations which may have an adverse impact on its business, financial condition and operations.

The company cannot assure payment of dividends on the Equity Shares in the future.

Grants of stock options under the Company`s employee stock option plans (the "ESOP Schemes") may result in a charge to its profit and loss account and will, to that extent, reduce the company profits.

The company has issued Equity Shares during the preceding 12 months from the date of this Red Herring Prospectus at a price which may not be indicative of the Offer Price.

New and changing regulatory compliance, corporate governance and public disclosure requirements add uncertainty to its compliance policies and increase the company costs of compliance.

The company requires approvals and licences in the ordinary course of business, and the failures to obtain, retain or renew them in a timely manner may materially and adversely affect its operations.

The company has entered into, and will continue to enter into, related-party transactions which may potentially involve conflicts of interest. Further, the company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries. If the income tax authorities review any of its tax returns and determine that the transfer price applied was not appropriate, the company may incur increased tax liabilities, including accrued interest and penalties.

The company may have contingent liabilities in the future that may adversely affect its financial condition.

The company claim deductions under special tax holidays for units set up in special economic zones in India. If there is any change in these tax holidays, other taxation laws or their interpretation within India and in the other jurisdictions in which the company operates, such changes may significantly affect its business, results of operations, cash flows, financial condition and prospects.

The company has in this Red Herring Prospectus included certain non-GAAP measures related to its operations and financial performance that may vary from any standard methodology that is applicable to the industry in which the company operates. Its track certain operational metrics and non-GAAP measures for its operations. Certain of the company operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect its business and reputation.

The company has used information from the Everest Report, which has been exclusively commissioned and paid for by the Company in connection with the Offer, for inclusion of industry data in this Red Herring Prospectus and any reliance on such data is subject to inherent risks.