Hexaware Technologies Ltd Auditor Reports

FINANCIAL INFORMATION

The Board of Directors

Hexaware Technologies Limited

152, Millennium Business Park, Sector III, ‘A Block,

TTC Industrial Area, Mahape,

Navi Mumbai, Maharashtra - 400710, India

Dear Sirs,

1. We B S R & Co. LLP, Chartered Accountants ("we" or "us") have examined the attached Restated Consolidated Financial Information of Hexaware Technologies Limited (the "Company" or the "Issuer") and its subsidiaries (the Company and its subsidiaries together referred to as the "Group"), comprising the restated consolidated balance sheet as at 30 September 2024, 30 September 2023, 31 December 2023, 31 December 2022 and 31 December 2021, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the nine month periods ended 30 September 2024 and 30 September 2023 and for the years ended 31 December 2023, 31 December 2022 and 31 December 2021, the material accounting policies, and other explanatory notes (collectively, the "Restated Consolidated Financial Information"), as approved by the board of directors of the Company at their meeting held on 24 January 2025 for the purpose of inclusion in the Red Herring Prospectus / Prospectus ("RHP/Prospectus") prepared by the Company in connection with its proposed Initial Public Offer of equity shares ("Proposed IPO") prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the RHP/Prospectus to be filed with Securities and Exchange Board of India ("SEBI"), Bombay Stock Exchange Limited (‘BSE) and National Stock Exchange of India Limited ("NSE"), where the equity shares of the Company are proposed to be listed ("Stock Exchanges") and the Registrar of Companies, Maharashtra ("RoC") in connection with the Proposed IPO. The Restated Consolidated Financial Information have been prepared by the management of the Company on the basis of preparation stated in Note 2.1 to the Restated Consolidated Financial Information. The responsibility of respective board of directors of the companies included in the Group includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The respective board of directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 11 November 2024 in connection with the Proposed IPO of equity shares of the Company;

b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the Proposed IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from:

a) Audited special purpose consolidated interim financial statements of the Group as at and for the nine months period ended 30 September 2024, prepared in accordance with the basis of preparation as described in note 2.1 to the special purpose consolidated interim financial statements, which have been approved by the Board of Directors at their meeting held on 05 December 2024;

b) Audited special purpose consolidated interim financial statements of the Group as at and for the nine months period ended 30 September 2023, prepared in accordance with the basis of preparation as described in note 2.1 to the special purpose consolidated interim financial statements, which have been approved by the Board of Directors at their meeting held on 05 December 2024; and

c) Audited consolidated financial statements of the Group as at and for the years ended 31 December 2023, 31 December 2022 and 31 December 2021 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 08 February 2024, 08 February 2023 and 10 February 2022, respectively.

5. For the purpose of our examination, we have relied on:

a) Auditors reports issued by us dated 05 December 2024 on the special purpose consolidated interim financial statements of the Group as at and for the nine month periods ended 30 September 2024 and 30 September 2023 as referred in Paragraphs 4 (a) and 4 (b) above.

b) Auditors report issued by us dated 08 February 2024, 08 February 2023 and 10 February 2022 on the consolidated financial statements of the Group as at and for the years ended 31 December 2023, 31 December 2022 and 31 December 2021, respectively, as referred in Paragraph 4 (c) above.

6. As indicated in our audit reports referred above:

a) We did not audit the financial statements of nineteen subsidiaries whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments), net cash outflows (before consolidation adjustments) included in the consolidated financial statements, for the period is tabulated below, which have been audited by other auditors (refer Annexure I) and whose reports have been furnished to us by the Companys management and our opinion on the special purpose consolidated interim financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

(Rs. in million)

b) We did not audit the financial statements of sixteen subsidiaries whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments), net cash inflows (before consolidation adjustments) included in the consolidated financial statements, for the year is tabulated below, which have been audited by other auditors (refer Annexure II) and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

(Rs. in million)

c) We did not audit the financial statements of sixteen subsidiaries whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments), net cash inflows / (outflows) (before consolidation adjustments) included in the consolidated financial statements, for the years/periods is tabulated below, which have been audited by other auditors (refer Annexure III) and whose reports have been furnished to us by the Companys management and our opinion on

the special purpose consolidated interim financial statements / consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

(Rs. in million)

d) We did not audit the financial statements of fifteen subsidiaries (including step down subsidiaries) whose share of total assets (before consolidation adjustments), total revenues (before consolidation adjustments), net cash inflows (before consolidation adjustments) included in the consolidated financial statements as at and for the year ended 31 December 2021 is tabulated below, which have been audited by other auditors (refer Annexure IV) and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these components, is based solely on the reports of the other auditors:

(Rs. in million)

e) The financial information of three subsidiaries, whose financial information reflect total assets (before consolidation adjustments) of Rs. 0.05 million as at 31 December 2021, total revenues (before consolidation adjustments) of Rs. Nil and net cash flows amounting to Rs. 0.02 million for the year ended on that date, as considered in the consolidated financial statements, have not been audited either by us or by other auditors. These unaudited financial information have been furnished to us by management and our opinion on the consolidated financial statements for the said year, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by management, these financial information are not material to the Group.

7. The other auditor of the material subsidiary i.e. Hexaware Technologies UK Ltd., have examined the restated financial information and have confirmed that the restated financial information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications, to the extent applicable, retrospectively in the financial years ended 31 December 2023, 31 December 2022 and 31 December 2021 and nine months period ended 30 September 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the nine months period ended 30 September 2024;

b) does not contain any qualifications requiring adjustments; and

c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the other auditor of Hexaware Technologies UK Ltd. for the respective periods/years, we report that the Restated Consolidated Financial Information:

a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications, to the extent applicable, retrospectively in the financial years ended 31 December 2023, 31 December 2022 and 31 December 2021 and nine months period ended 30 September 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the nine months period ended 30 September 2024;

b) does not contain any qualifications requiring adjustments; and

c) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.

9. The Restated Consolidated Financial Information contains ‘supplementary information- extract of statement of profit and loss (before other comprehensive income), which is translated into United States Dollars. We have examined the translation of extract of statement of profit and loss (before other comprehensive income) presented in Indian Rupee into United States Dollars on the basis set forth in Note 34 to the Restated Consolidated Financial Information.

10. We have not audited any financial statements of the Group as of any date or for any period subsequent to 30 September 2024. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to 30 September 2024.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose consolidated interim financial statements and audited consolidated financial statements mentioned in paragraph 5 above.

12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the RHP/Prospectus to be filed with SEBI, BSE and NSE and RoC in connection with the Proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.