Directors Report of Cyient DLM Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the Thirty Second (32^nd) Director''s Report on the business and operations of your Company, along
with the audited financial statements for the Financial Year ended 31 March, 2025. The Consolidated performance of the Company and its
subsidiaries has been referred to, wherever required in the report.

1. Financial Summary and Highlights

	Consolidated results		Standalone results
Particulars	Year Ended		Year Ended
	31 March, 2025	31 March, 2024	31 March, 2025	31 March, 2024
Income
Revenue from operations	15,196.26	11,918.71	13,449.60	11,918.71
Other income	261.57	278.26	278.69	278.26
Total income	15,457.83	12,196.97	13,728.29	12,196.97
Expenses
Operating expenditure	12,944.12	10,373.40	11,382.21	10,373.40
(i) Depreciation and amortization expense	340.62	223.12	277.47	223.12
(ii) Other expenses	880.40	435.19	678.38	435.19
Total expenses	14,165.14	11,031.71	12,338.06	11,031.71
Profit before finance cost, tax	1,292.69	1,165.26	1,390.23	1,165.26
Finance costs	375.45	343.87	360.05	343.87
Profit Before Tax (PBT)	917.24	821.39	1,030.18	821.39
Tax expense
(a) Current tax	309.13	212.09	285.78	212.09
(b) Deferred tax	(72.65)	(2.66)	(22.58)	(2.66)
Total tax expense	236.48	209.43	263.20	209.43
Profit After Tax (PAT)	680.76	611.96	766.98	611.96
Earnings Per Share
Basic	8.58	8.42	9.67	8.42
Diluted	8.56	8.39	9.64	8.39
Paid up equity share capital [Face Value of H10 per share]	793.06	793.06	793.06	793.06
Other equity	8,701.29	8,296.72	8,763.43	8,296.72

2. State of Affairs and Company''s Performance

Your Company is a leading Integrated Electronics Manufacturing Solutions provider that offers Design Led Manufacturing (DLM)
solutions to customers. It takes ownership of design, manufacturing, testing, and certification support to ensure that customers''
products meet robust reliability, safety, and performance standards.

Your Company''s global presence and a strong commitment to delivering value-driven solutions, has been instrumental in transforming
businesses through innovation and technology.

There has been no change in the nature of the business of the Company during FY25.

I. Management Discussion and Analysis Report

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis
Report, which is annexed to this report and is in accordance with the Listing Regulations (Annexure - A).

II. Financial Performance
Consolidated

Sr. No.	Particulars	FY 2024-25	FY 2023-24	% Increase/ Decrease (YoY)
1.	Revenue from Operations	15,196.26	11,918.71	27.50%
2.	Profit for the year	680.76	611.96	11.24%
Standalone				(Amount in H million)
Sr. No.	Particulars	FY 2024-25	FY 2023-24	% Increase/ Decrease (YoY)
1.	Revenue from Operations	13,449.60	11,918.71	12.84%
2.	Profit for the year	766.98	611.96	25.33%

III. Transfer to Reserves

The Company has not transferred any amount to reserves
during the year under review.

IV. Public Deposits

Your Company has not accepted any deposits falling
within the meaning of Section 73 or 74 of the Act during
FY25 and as such, no amount on account of principal or
interest on deposits from the public was outstanding as
on the date of the balance sheet.

3. Dividend

Your Company has in place the Dividend Distribution Policy
for the purpose of declaration and payment of dividend in
accordance with the provisions of the Companies Act, 2013
(the "Act") and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(the "Listing Regulations").

The Dividend Distribution Policy is available on the website
of the Company at https://www.cyientdlm.com/images/
pdf/Cyient_DLM-Dividend_Distribution_Policy.pdf under
Investors section.

The Board does not recommend any dividend for FY25.

4. Share Capital

I. Particulars of the Share Capital of the Company as on

31 M_arch 2025

6. ESOP

Your Company has stock option schemes under ''CYIENT DLM
RSU SCHEME 2023 and CYIENT DLM ASOP SCHEME 2023'',
which are administered by the Nomination & Remuneration
Committee for the benefit of employees. The stock option
plans are in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended ("Employee Benefits
Regulations").

The directors declare that there is no material change in the
Associate Stock Option Plans and Associate Restricted Stock
Units Scheme and during the year, the Company had passed
special resolution to extend the schemes to the associates of
subsidiary companies.

Disclosures on various plans, details of options granted, shares
allotted upon exercise, etc. as required under the Employee
Benefits Regulations are available on the Company''s website
at www.cyientdlm/investors.com. 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.

Your Company has received a certificate from the secretarial
auditor confirming implementation of the plans in accordance
with the Employee Benefits Regulations.

7. Subsidiaries, Associate Companies and Joint Ventures

As at 31 March, 2025, the status of subsidiaries, associates and
joint ventures are as follows:

Particulars	Amount (?)
Authorized share capital (85,000,000) Equity Shares of H10 each)	850,000,000
Issued, subscribed and paid-up share	793,061,240
capital (79,306,124) Equity Shares of
H10 each)

II. Changes in the Share Capital during FY25

During the period under review, there was no changes to the
share capital of the Company.

5. Details of utilization of funds raised through IPO is
provided as Annexure - B.

Sr. No. Entity	Nature of Relationship	% of shareholding
1 Cyient DLM Inc.	Wholly Owned Subsidiary	100%
2 Altek Electronics Inc.	Step down subsidiary	100%

In October 2024, the company acquired Altek Electronics Inc.
a US based entity through its wholly owned subsidiary Cyient
DLM Inc.

On 21 August, 2024, Cyient Limited, our Holding Company
sold 11,499,390 equity shares of face value of H10 each of the
Company, representing 14.50% of the total issued and paid-up

equity share capital of the Company, through a block trade on
the platform of BSE Limited.

Statement relating to Subsidiary Companies in Form AOC-1 is
part of this report as Annexure - C.

8. Business Responsibility and Sustainability Report

In pursuance of Regulation 34 of the SEBI Listing Regulations,
the Business Responsibility and Sustainability Report
describing the initiatives taken by the Company from an
environmental, social and governance perspective is enclosed
with this report. Kindly refer to Annexure - D. The weblink for
the same is available at https://www.cyientdlm.com/investors.com

9. Corporate Social Responsibility

CYIENT DLM believes in giving back to society in a measure
that is proportionate to its success in business. CYIENT DLM
CSR activities are implemented through CYIENT FOUNDATION.

CYIENT DLM CSR activities are directed towards the benefit
of different segments of society, specifically covering the
deprived, underprivileged, and unemployed women/girls.
It is aimed at providing equal opportunities and, thereby
empowering them towards a dignified life.

As an integral part of our commitment to good corporate
citizenship, we at CYIENT DLM believe in actively assisting in
the improvement of the quality of life of the people in the
communities, giving preference to local areas around our
business operations.

Towards achieving long-term stakeholder value creation,
CYIENT DLM shall always continue to respect the interests
of and be responsive towards its key stakeholders - the
communities, especially those from socially and economically
backward groups, the underprivileged, marginalized, and
most vulnerable groups; focused on girls and women in the
society at large by providing equality in education and skills.
CYIENT DLM CSR programs drive the Affirmative Action (AA)
agenda and other international development goals like
Sustainable Development Goals (SDGs), in line with Schedule
VII of the Companies Act, 2013 as recommended by the CSR
Committee of the Board and approved by the Board from time
to time.

During FY25, the Company spent an amount of H11.66 million
in pursuance of CSR Activities.

The CSR Annual Report is enclosed with this report. Kindly refer
to Annexure - E.

The details of the CSR & ESG Committee can be found in
the report on Corporate Governance, which forms a part of
this report. The CSR Policy of the Company can be accessed
at the Company''s website. The weblink for the same is
https://cyientdlm.com/investors/.

10. Board of Directors & Key Managerial Persons

I. Board of Directors

The Board of the Company is duly constituted. As on
31 March, 2025 your Company''s Board had eight (8) directors
comprising of one Executive Director, two Non-Executive
Non-Independent Directors and five Non-Executive
Independent Directors including a woman Director.
The details of Board and Committee composition, tenure of
Directors, areas of expertise and other details are available in
the Corporate Governance Report, which forms part of this
Annual Report.

None of the directors of the Company are disqualified under
the provisions of the Act or under the SEBI Listing Regulations.

11. Board Diversity

The Company has a truly diverse Board that includes and
makes good use of diversity in skills, regional and industry
experience, background, race, gender, ethnicity, and other
distinctions among directors. This diversity is considered in
determining the optimum composition of the Board. All Board
appointments are made on merit, in the context of skills,
experience, independence and knowledge that the Board as
a whole requires to be effective.

III. Declaration by Independent Directors

The Company has received necessary declaration from each
Independent Director under Section 149(7) of the Companies
Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI Listing Regulations.

IV. Certificate from Company Secretary in practice

The Certificate on Non-Disqualification of Directors pursuant
to Regulation 34(3) and Schedule V Para C, Clause 10 (i) of the
SEBI Listing Regulations is published in the Annual Report.
Kindly refer to Annexure - F.

V. Registration of Independent Directors in Independent
Directors databank

All the Independent Directors of your Company have been
registered and are members of Independent Directors
Databank maintained by the Indian Institute of Corporate
Affairs (IICA).

VI. Changes in the composition of Board of Directors
i. Appointments during the year

There were no changes in the composition of the Board of
Directors during the year.

(ii) Retirements and re-appointments at the AGM

Mr. Krishna Bodanapu (DIN: 00605187), Non-Executive
Chairman retire by rotation and being eligible, offer himself
for re-appointment in the ensuing AGM.

Pursuant to the provisions of Regulation 36 of the SEBI Listing
Regulations and Secretarial Standards 2 on General Meetings
issued by ICSI, brief particulars of the director proposed to
be re-appointed are provided as an annexure to the notice
convening the AGM.

VII. Key Managerial Personnel as at the end of FY25

Following are the Key Managerial Personnel (KMP) of the
Company in accordance with the provisions of Section 2(51),
and 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as of
31 March, 2025:

Sr. No.	Name of the KMP	Designation
1.	Mr. Rajendra Velagapudi	Managing Director
2.	Mr. Anthony Montalbano	Chief Executive Officer
3.	Mr. Shrinivas Kulkarni	Chief Financial Officer
4.	Ms. S Krithika	Company Secretary

There were no changes in the KMP of the Company during the
year. The other details regarding the KMP are available in the
Corporate Governance Report, which forms part of this Annual
Report.

VIII. Senior Managerial Person as at the end of FY25

Following are the Senior Managerial Personnel (SMP) of the
Company in accordance with the provisions of the SEBI Listing
Regulations as on 31 March, 2025.

Sr. No.	Name of the SMP	Designation
1.	Mr. Mujeeb Rahiman#	Head of Operations
2.	Mr. Kaushal Jadia	Chief Technology Officer
3.	Ms. Neeraja Polisetty	Head of HR
4.	Ms. Pooja Jamwal	Head of Corporate Development
5.	Ms. Suchitra R C	Chief of Business Excellence and Customer Engagement
6.	Mr. Prashant Mokashi	Head - Program Management

#Appointed on 27 August, 2024

The other details about the SMP can be found in the Report of
Corporate Governance, which a form a part of this report.

IX. Policy On Directors'' Appointment and Remuneration
and Other Details

The Company''s policy on directors'' appointment and
remuneration and other matters provided in section 178(3)
of the Act have been disclosed in the report on Corporate
Governance, which forms part of the directors'' report.
The weblink for the same is available at https://www.cyientdlm.
com/investors

Criteria for making payments to Non-Executive
Directors

Overall remuneration should reflect the size of the Company,
complexity of the sector/industry/ company''s operations
and the company''s capacity to pay the remuneration.
Independent Directors (ID) and Non-Independent
Non-Executive Directors (NED) may be paid commission within
regulatory limits.

The Nomination and Remuneration Committee will
recommend to the Board, the quantum of commission for
each Director based on the outcome of the evaluation process
which is driven by various factors including attendance and
time spent in the Board and committee meetings, individual
contributions at the meetings and contributions made by
Directors other than in meetings. The criteria of making
payments to non-Executive directors are also available on the
website of the Company - www.cyientdlm.com/investors

X. Board Meetings during the year

During FY25, six (6) meetings of the Board were held, the
details of which have been disclosed in the report on Corporate
Governance, which forms a part of this report. The maximum
interval between any two meetings did not exceed 120 days,
as prescribed by the Act.

XI. Board Evaluation and Assessment

The Company believes that formal evaluation of the board
and of individual directors on an annual basis is a potentially
effective way to respond to the demand for greater
board accountability and effectiveness. For the Company,
evaluations provide an ongoing means for directors to assess
their individual and collective performance and effectiveness.

The parameters for performance evaluation of the Board
include the Board structure, the Board''s role in governance,
the dynamics and functioning of the Board, reporting, and
internal control systems.

Some of the performance indicators for the Committees
include understanding the terms of reference, the effectiveness
of discussions at the Committee meetings, the information
provided to the Committee to discharge its duties, and the
performance of the Committee vis-a-vis its responsibilities.

The performance of individual directors was evaluated
based on parameters such as attendance at the meeting(s),
contribution to Board deliberations, engagement with
colleagues on the Board, ability to guide the Company in key
matters, knowledge, and understanding of relevant areas, and
responsibility towards stakeholders.

All the Directors were subject to self-evaluation and peer
evaluation.

In order to facilitate the same, the board undertook a
formal board assessment and evaluation process during
FY25. The Board evaluation cycle was completed internally,
led by the Independent Chairman of the Nomination and
Remuneration Committee (NRC).

XII. Committees of the Board

As required under the provisions of the Act and the SEBI Listing
Regulations, as on 31 March, 2025, the Board has the following
committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee;

• CSR & ESG Committee

During the year, all recommendations made by the
Committees were approved by the Board. A detailed note on
the composition of the various Committees is provided in the
report on Corporate Governance, which forms a part of this
report.

11. Adequacy of Internal Financial Controls

Internal Financial Controls are part of the Risk Management
process addressing financial and financial reporting risks.
They ensure the orderly and efficient conduct of business,
including adherence to Company policies, safeguarding
of its assets, prevention and detection of fraud, error
reporting mechanisms, accuracy and completeness of the
accounting records. They aid in the timely preparation of
financial statements. The Internal Financial Controls have
been documented, digitized, and embedded in the business
process. The Board is of the opinion that the Company''s
internal financial controls were adequate and effective during
FY 2025.

12. Auditors

I. Statutory Auditors

At the 31^st (Thirty First) AGM held on 28 June, 2024, the
members had approved the appointment of S. R. Batliboi &
Associates LLP, Chartered Accountants, (ICAI Firm Registration
No. 101049W/ E300004) as the Statutory Auditors of the
Company to hold office for a period of five years from the

conclusion of that AGM till the conclusion of the 36^th (Thirty
Sixth) AGM to be held in year 2029.

II. Internal Auditors

Pursuant to Section 138 of the Act & rules made thereunder
KPMG Assurance and Consulting Services LLP (''KPMG'')
(Registration Number FRM- 101248W/W-100022) are
appointed as co-sourced Internal Auditors of the Company
and supported the management in performing internal audit
of select areas as approved by the Audit Committee of the
Board and based on the engagement letter signed with the
Company.

III. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 and as per the Companies (Cost Records and Audit)
Rules, 2014 and amendments thereof, the Board at its meeting
held on 22 April, 2025, has approved the appointment of M/s
GA & Associates, Cost Accountants, (FRN: 000409) as Cost
Auditors of the Company for audit of cost accounting records
for FY26.

M/s GA & Associates, Cost Accountants, have confirmed their
independent status and their non-disqualifications under
section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the Cost
Auditor for FY26 will be placed before the shareholders for
consideration in the ensuing AGM of the Company.

IV. Secretarial Auditors

In terms of section 204 of the Act read with Regulation 24A(1)
of SEBI (LODR) Regulations, and based on the recommendation
of the Audit Committee, the Board of Directors have approved
and recommends the appointment of M/s. MKS & Associates, a
peer reviewed Sole Proprietorship firm of Practicing Company
Secretaries (Sole Proprietorship concern No. S2017TL460500)
as the Secretarial Auditors of the Company at the ensuing AGM
for a term of 5 (five) consecutive years commencing from the
conclusion of this 32^nd (Thirty second) Annual General Meeting
until the conclusion of 37^th (Thirty seventh) Annual General
Meeting to be held in the year 2030.

13. Cost Audit

In terms of the Section 148 of the Act read with Companies
(Cost Records and Audit) Rules, 2014, your Company is required
to maintain cost accounting records and get them audited
every year from Cost Auditor and accordingly such accounts
and records are made and maintained by your Company.

14. Auditors'' Report and Secretarial Auditors'' Report
I. Auditor''s Report

The Auditors'' Report for FY25 does not contain any
qualification, reservation or adverse remark. The Report is
enclosed with the financial statements in this Annual Report.

II. Secretarial Auditors'' Report

The Company has undertaken an audit for FY25 as required
under the Act and the SEBI Listing Regulations. The Secretarial
Auditors'' Report for FY25 does not contain any qualification,
reservation or adverse remark. The Secretarial Audit Report
for the financial year ended 31 March, 2025, is enclosed in this
report. Kindly refer to Annexure - G.

III. Instances of fraud reported by the Auditors

During FY25, the Statutory Auditors and the Secretarial Auditor
have not reported any instances of fraud committed in the
Company by its officers or employees under section 143(12)
of the Act to the Central Government or the Audit Committee
under section 143(12) of the Companies Act.

IV. Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for FY25 for all
applicable compliance as per SEBI Regulations and Circulars/
Guidelines issued thereunder has been duly obtained by the
Company. The Annual Secretarial Compliance Report issued by
MKS & Associates, has been submitted to the Stock Exchanges
within 60 days of the end of the financial year.

15. Vigil Mechanism

The Company has put in place a Whistle Blower Policy and has
established the necessary vigil mechanism as defined under
Regulation 22 of the SEBI Listing Regulations for employees
and others to report concerns about unethical behaviour.
It also provides adequate safeguards against victimisation
of employees who avail themselves of this mechanism.
No person has been denied access to the Chairman of the
Audit Committee.

The Whistle blower Policy is available on the website of the
Company - https://www.cyientdlm.com/hubfs/dlm/investor/
corporate-governance/Cyient_DLM-Whistle_Blower_Policy.pdf

16. Technology Absorption, Foreign Exchange Earnings
and Outgo

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Companies Act, 2013 are enclosed
with this report. Kindly refer to Annexure - H.

17. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable

accounting standards have been followed, and there are
no material departures;

• They 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 of the company for
that period;

• They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

• They have prepared the annual accounts on a going
concern basis;

• They have laid down internal financial controls to be
followed by the Company and, such internal financial
controls are adequate and operating effectively;

• They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

18. Particulars of Loans, Guarantees and Investments

Your company has invested in the equity shares of Stuam
Technologies Limited (Formerly known as Innovation
Communications Systems Limited) aggregating to 15% of the
paid-up equity share capital of the Statum.

Particulars of loans given, investments made, guarantees given
and securities provided, along with the purpose for which
the loan, guarantee, or security is proposed to be utilised
by the recipient, are provided in the Standalone Financial
Statements. (Kindly refer note no. 6B to the Standalone
Financial Statements).

19. Related Party Transactions

The Company has complied with the provisions of section
188(1) of the Act dealing with related party transactions.
The information on transactions with related parties pursuant
to section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2.
Kindly refer to Annexure - I. Reference is also made to note
no. 30 of the Standalone Financial Statements.

20. Annual Return

As required under Section 134(3)(a) of the Act, the Annual
Return for FY25 is available on the Company''s website at
https://www.cyientdlm.com/investors

21. Particulars of Employees

The information required under Section 197(12) of the
Companies Act, 2013 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are as follows:

I. Disclosures as per Rule 5(1):

a) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the
financial year:

i) Executive Directors:

Name	DIN	Designation	Ratio to Median remuneration
Rajendra	06507627	Managing	NA
Velagapudi		Director
ii) Non-Executive/Independent Directors:
Name	DIN	Designation	Ratio to Median Remuneration
B.V.R. Mohan Reddy	00058215	Director	*
Krishna Bodanapu	00605187	Director	*
Jehangir Ardeshir	02344835	Director	2.66
Vanitha Datla‘	00480422	Director	2.66
Pillutla Madan Mohan	09280818	Director	2.66
Muralidhar Yadama	00034952	Director	2.66
Ajay Kumar	01975789	Director	2.66

The directors are paid remuneration in the form of commission.
*Non-executive Non-Independent Directors did not receive any
remuneration

‘Based on the request from the Director, the entire compensation
payable for FY 2024-25 was transferred to SPARSH HOSPICE (Centre
for Palliative Care)

b) The percentage increase in remuneration of each Director,
Chief Executive Officer, Chief Financial Officer, Company
Secretary in the Financial Year:

Name	Designation	% Increase in Remuneration in the Financial Year
Rajendra Velagapudi	Managing Director	NA
Anthony Montalbano	Chief Executive Officer	Nil
B.V.R. Mohan Reddy	Director	NA
Krishna Bodanapu	Director	NA
Jehangir Ardeshir	Director	Nil
Vanitha Datla	Director	Nil
Pillutla Madan Mohan	Director	Nil
Muralidhar Yadama	Director	Nil

Name	Designation	% Increase in Remuneration in the Financial Year
Ajay Kumar	Director	Nil
Shrinivas Kulkarni	Chief Financial Officer	Nil
S. Krithika	Company Secretary	*

*employed for part year in FY 23-24

c) The percentage increase in the median remuneration of
employees in the financial year: 23%

d) The number of permanent employees on the rolls of
Company: 741

e) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
Financial Year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

The average annual increase was around 15% and the average
annual increase of managerial personnel - NA

f) Affirmation that the remuneration is as per the remuneration
policy of the Company:

The Company affirms that the remuneration is as per the
Remuneration Policy of the Company.

II) Disclosures as per Rule 5(2):

The names of the top ten employees in terms of remuneration
drawn and the name of every employee, who:

a) If employed throughout the Financial Year, was in receipt
of remuneration for that year which, in the aggregate,
was not less than One Crore and Two Lakh rupees;

b) If employed for a part of the Financial Year, was in receipt
of remuneration for any part of that year, at a rate which,
in the aggregate, was not less than Eight Lakhs and Fifty
Thousand Rupees per month;

c) If employed throughout the Financial Year or part thereof,
was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the Managing
Director or Whole- time Director or Manager and holds
by himself or along with his spouse and dependent
children, not less than two percent of the equity shares
of the company.

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, forms part of this
report. Considering the first proviso to Section 136(1) of

the Companies Act, 2013, the Annual Report, excluding
the said information, is being sent to the shareholders of
the Company and others entitled thereto.

In terms of Section 136 of the Act, the said information
is open for inspection at the Registered Office of the
Company. Any shareholder interested in obtaining a
copy of the same may write to the Company Secretary
at [email protected].

22. Loans and advances in the nature of loans to firms/
Companies in which directors are interested

The information as required to be provided under Schedule
V Para C Clause 10 (m) of the SEBI Listing Regulations forms a
part of the report on Corporate Governance enclosed with the
Annual Report.

23. Details of Material Subsidiaries of the Listed Entity

As on 31 March, 2025, the Company has one material
subsidiary. The information as required to be provided under
Schedule V Para C Clause 10 (n) of the SEBI Listing Regulations
forms part of the report on Corporate Governance enclosed
with the Annual Report.

24. Particulars relating to the sexual harassment of
women at workplace (Prevention, prohibition and
redressal) Act, 2013 (POSH)

The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 during FY25.

List of Initiatives under POSH for FY25

• POSH Committee connects every quarter to ensure the
complaints (if any) registered are duly discussed with an
improved approach on building awareness. Further, the
Company continues to have POSH Committee meetings
to enhance awareness among associates.

• Awareness and sensitization continue during the
induction of associates.

• POSH Committee has been nominated for training in
various national and state level forums (CII, etc.).

• Conducted sessions during the year, specifically for all
the blue-collar and contract employees in Hyderabad
and Bengaluru, on POSH awareness.

There are no pending complaints either at the beginning or at
end of the Financial Year. The following is the summary of the
complaints received and disposed-off during FY25:

(a) Number of complaints received: Nil

(b) Number of complaints disposed: Nil

(c) Number of complaints pending as on end of FY25: Nil

25. Risk Management

The company pursues a comprehensive Risk Management
Programme as an essential element of sound corporate
governance and is committed to continuously embedding
risk management in its daily culture. This process is followed
in five steps:

• Identify risks and opportunities

• Assess risk and performance for key processes

• Evaluate the risk impact across business operations

• Develop mitigation plan for the risks identified and

• Monitor the risks at regular intervals and report to the
Risk Management Committee

The company has classified the risks into categories:

i) External

ii) Strategic

iii) Operational

iv) Financial

Each identified risk is assessed according to its probability and
impact on the company.

The Board of Directors has formed an internal Risk Management
Committee to identify, evaluate, mitigate, and monitor risk
management in the company. The Committee comprises
cross-functional members from the senior management of
the company. The primary objectives of the Committee are to
assist the Board in the following:

• To provide oversight for all categories of risk and
promulgate a risk culture in the organization.

• To adopt leading Risk Management practices in the
industry and manage risk proactively at an organizational
level.

• To help develop a culture within the enterprise where
people at all levels understand risks.

• Provide input to management on risk appetite and
tolerance and monitor the organization''s risk on an
ongoing basis.

• Approve and review Risk Management Plan which
includes the Company''s risk management structure,
framework, methodologies adopted, guidelines, and
details of assurance and review of the Risk Management
Process.

• Monitor risks, risk management capabilities and
mitigation plans.

More details on the Risk Management Committee of the
Board can be found in the report on Corporate Governance.
Members may also refer to the Management Discussion &
Analysis Report.

26. Corporate Governance

The Company will continue to uphold the true spirit of
Corporate Governance and implement the best governance
practices. A report on Corporate Governance pursuant to the
provisions of Corporate Governance Code stipulated under
the SEBI Listing Regulations forms a part of the Annual Report.
Kindly refer to Annexure - J.

Full details of the various Board Committees are also provided
therein along with the Auditors'' Certificate regarding
compliance of conditions of corporate governance in
Annexure - K.

27. Declaration by the CEO

Pursuant to the provisions of Regulation 17 of the SEBI
Listing Regulations, a declaration by the CEO of the company,
declaring that all the members of the Board and the Senior
Management Personnel of the company have affirmed
compliance with the Code of Conduct of the Company is
enclosed in this report. Kindly refer to Annexure - L.

The CEO/CFO certification to the Board pursuant to Regulation
17 of the SEBI Listing Regulations is enclosed to this report.
Kindly refer to Annexure - M.

28. Secretarial Standards

The Company is in due compliance with all the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

29. Other Disclosures

During the Financial Year under review:

• There was no issue of Equity Shares with differential
rights as to dividend, voting or otherwise.

• No shares were bought back during the year under
review.

• No Bonus Shares were issued during the year under
review.

• No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

• The Company does not have any scheme of provision of
money for the purchase of its own shares by Employees
or by Trustees for the benefit of employees.

• The Managing Director did not receive any remuneration
or commission from any of its subsidiaries.

• There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

• There was no instance of a one-time settlement with any
Bank or Financial Institution.

• The Company does not have any shares in unclaimed
suspense demat account.

• There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of financial year to which the
financial statement relates on the date of this report.
The other changes in commitments are provided in the
relevant places of the annual report.

• Details of difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof - the
company has not made any such valuation during FY25.

• There were no cyber security incidents or breaches, loss
of data or documents during FY25.

30. Acknowledgments

The Board of Directors expresses their thanks to the Company''s
customers, shareholders, vendors and bankers for their support
to the company during the year. We also express our sincere
appreciation for the contribution made by our employees at
all levels. Our consistent growth was made possible by their
hardwork, cooperation and support.

Your directors would like to make a special mention of the
support extended by the various departments of the Central
and State Governments, particularly the Software Technology
Parks of India, Development Commissioners - SEZ, Department
of Communication and Information Technology, the Direct
and Indirect tax authorities, the Ministry of Commerce, the
Reserve Bank of India, Ministry of Corporate Affairs/Registrar
of Companies, SEBI, the Stock Exchanges and others and look
forward to their support in all future endeavours.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Krishna Bodanapu

Place : Hyderabad Non-Executive Chairman

Date : 22 April, 2025 DIN : 00605187

---

Mar 31, 2024

The directors take pleasure in presenting the Thirty First (31st) Director''s Report on the business and operations of your Company, along with the audited financial statements for the Financial Year ended March 31, 2024.

This being the first Annual Report after the Initial Public Offer (IPO) and listing of the equity shares on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) (BSE and NSE hereinafter collectively referred to as "Stock Exchanges"), the Board welcomes all the public shareholders and looks forward to your faith and support in the times to come.

1. Financial Summary and Highlights

(Amount in Rs. Million, except for EPS data)
Particulars	Standalone
	FY2023-24	FY2022-23
Revenue from operations	11,918.71	8,320.33
Other income	278.26	63.11
Total Income	12,196.97	8,383.44
Expenses Operating expenditure	10,808.59	7,442.53
Depreciation and amortization expense	223.12	194.15
Total Expenses	11,031.71	7,636.68
Profit before finance cost, tax	1,165.26	746.76
Finance Cost	343.87	315.16
Exceptional Item	-	-
Profit Before Tax (PBT)	821.39	431.60
Current tax	212.09	129.71
Deferred tax	-2.66	-15.38
Profit After Tax (PAT)	611.96	317.27
Basic EPS	8.42	7.75
Diluted EPS	8.39	7.75
Paid up share capital	793.06	528.66
Other Equity	8,296.72	1,450.06

Note: Your company has incorporated a Wholly Owned Subsidiary (WoS) Cyient DLM Inc. in the US on March 05, 2024, and is yet to commence operations. Since there is no change between standalone and consolidated figures, consolidated column is not provided separately. Accordingly, the Company has not provided consolidated performance of the Company and its'' subsidiaries in this report.

Financial Performance

Basic EPS for the year FY24 is 8.42 as against 7.75 in FY 23.

(Amount in ? million)
Sr. No.	Particulars	FY2023-24	FY2022-23	% Increase/ Decrease (YoY)
1.	Revenue from Operations	11,919	8,320	43.2%
2.	Profit for the year	612	317	92.9%

Transfer to Reserves

The Company has not transferred any amount to reserves during the year under review.

Dividend

The Board does not recommend any dividend for FY24. Dividend Distribution Policy

Your Company has in place the Dividend Distribution Policy for the purpose of declaration and payment of dividend in accordance with the provisions of the Companies Act, 2013 (the "Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").

The Dividend Distribution Policy is available on the website of the Company at https://www.cyientdlm. com/hubfs/dlm/investor/corporate-governance/ Cyient_DLM-Dividend_Distribution_Policy.pdf under Investors section.

2. State of Affairs and Material Events

Your Company is a leading Integrated Electronics Manufacturing Solutions provider that offers Design Led Manufacturing (DLM) solutions to customers. It takes ownership of design, manufacturing, testing, and certification support to ensure that customers'' products meet robust reliability, safety, and performance standards.

Your Company''s global presence and a strong commitment to delivering value-driven solutions, has been instrumental in transforming businesses through innovation and technology.

Management Discussion and Analysis Report

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to this report and is in accordance with the Listing Regulations (Annexure - A).

Material Events

Initial Public Offering

The Board of Directors of your company had approved the proposal of the initial public issue of shares ("Equity Shares") of up to ? 7,400.00 million at their meeting held on December 13, 2022.

Pursuant to resolutions passed by the Board of Directors and Shareholders at their meetings dated May 19, 2023 and May 31, 2023, respectively, your Company has, undertaken the Pre-IPO Placement of 4,075,471 Equity Shares aggregating to ? 1,080.00 million.

The Initial Public Offer of your Company, comprising fresh issue of 22,364,653 equity shares aggregating to ?5,920.00 million opened for subscription (on June 26, 2023, closed on June 26, 2023, for anchor investors) on June 27, 2023, and closed on June 30, 2023. The Issue Price for the equity shares of ?10 each was fixed at ?265 per equity share pursuant to a resolution passed by the Board on July 1, 2023.

Your Company completed its IPO successfully with the issue being over-subscribed 71 times. The Board is gratified and humbled by the faith shown in the Company by its members.

Your Company received listing and trading approvals from BSE and NSE on July 7, 2023. The Equity Shares were listed on the Stock Exchanges on July 10, 2023.

Change in Registered Office

The Board of Directors of your Company approved shifting of the registered office, at their meeting held on October 16, 2023. Pursuant to the approval received from the Ministry of Corporate Affairs on November 6, 2023, the registered office of the company was shifted from 3rd floor, Software Units Layout, Infocity, Madhapur, Hyderabad - 500 018 to Plot no. 5G, Survey No. 99/1, Mamidipalli Village, GMR Aerospace & Industrial Park, GMR Hyderabad Aviation SEZ Limited, Rajiv Gandhi International Airport, Shamshabad, Hyderabad-500 108.

Setting up of new precision machining facility in Bengaluru

To complement the expanding machining business, your Company''s Bengaluru unit was shifted from an existing facility in Rajajinagar, Bengaluru to a new facility in Peenya, Bengaluru. The new facility has a capacity of

60,000 hours per annum, and has been designed for 3x expansion, to elevate the capacity to 180,000 hours per annum with the addition of 20 cutting-edge machines. The new facility has 36,000 sq. ft. of manufacturing area.

Change in the nature of business of the Company

There has been no change in the nature of the business of the Company during FY24.

3. Share Capital

3.1 Particulars of the Share Capital of the Company as on March 31, 2024

Particulars	Amount (?)
Authorized share capital (8,50,00,000) Equity Shares of ?10 each)	85,00,00,000
Issued, subscribed and paid-up share capital (7,93,06,124) Equity Shares of ?10 each)	79,30,61,240

3.2 Changes in the Share Capital during FY24

• The Company has issued and allotted 40,75,471 equity shares of ?10 each at a premium of ?255/- per share aggregating to ?1,080 Mn through private placement/preferential basis to Amansa Investments Limited on June 6, 2023.

• The Company has issued and allotted 22,364,653 equity shares of ?10 each at a premium of ?255/- per share thereby raising ?5,920.00 million through an IPO on July 5, 2023.

The Company has taken necessary approvals of the Board and Shareholders for the aforesaid issue of Equity Shares.

3.3 Details of Utilization of funds raised through IPO is provided as Annexure - B

4. ESOP

The Company views Options as a long-term incentive tool that would enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Company uses its Employees Stock Option Plans in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the ''SBEB & SE Regulations'') as a measure to reward and motivate employees and attract and retain talent.

The Board, in their meeting held on July 21, 2023, approved and recommended for members'' approval the Cyient DLM Associate Stock Option Plan 2023 (ASOP Scheme 2023) and Cyient DLM Restricted Stock Unit Plan 2023 (RSU 2023).

The members of your Company through postal ballot had approved the ASOP Scheme 2023 and RSU 2023 on September 9, 2023. On September 13, 2023, your Company had applied to Stock Exchanges (NSE and BSE) for an in-principle approval for listing of up to 10,56,173 equity shares pursuant to Cyient DLM ASOP 2023 and up to 15,84,260 equity pursuant to Cyient DLM RSUP 2023.

In-principle approval was received from NSE and BSE on September 27, 2023 and September 28, 2023 respectively.

During the year, the company had not granted any options to the associates of the Company.

The applicable disclosures as stipulated under the SBEB & SE Regulations are provided in Annexure - C to this Report.

5. Subsidiaries, Associate Companies and Joint Ventures

Your Company has one (1) wholly owned subsidiary as on March 31, 2024. The Company has no Joint Ventures or Associate Companies.

Cyient DLM Inc.

Corporate Information

Cyient DLM Inc. was incorporated under the General Corporation Law of the State of Delaware on March 5, 2023, having its Registered Office in the state of Delaware.

Shareholding Pattern

The shareholding pattern of Cyient DLM Inc. as on March 31, 2024, is as provided below:

Name of the Shareholder	Number of Common Stock	Percentage of the Issued and Paid-up Share Capital (%)
Cyient DLM Limited	Nil	Nil

Note: The Company had subscribed to 10,00,000 common stock of Cyient DLM Inc. on April 04, 2024.

As per the provisions of Sections 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies/ associate companies/JV in Form AOC-1 is published as a part of the Annual Report. Kindly refer to Annexure - D.

In accordance with Section 136 of the Act and the SEBI Listing Regulations, copies of the financial statements of the Company is available on the Company''s website at the following link: https://www.cyientdlm.com/ investors/keyfinancials

6. Business Responsibility and Sustainability Report

In pursuance of Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed with this report. Kindly refer to Annexure - E. The weblink for the same is available at https://www.cyientdlm.com/investors

7. Public Deposits

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during FY24 and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

8. Corporate Social Responsibility

Your Company believes in giving back to society in a measure that is proportionate to its success in business. Cyient DLM CSR Activities are implemented through Cyient Foundation. The interventions are specifically covering the underprivileged children and unemployed women by providing equal opportunities and thereby empowering them towards a dignified life and socioeconomic development of the community. Cyient DLM also focuses on environmental sustainability through Green Interventions and Conservation projects.

Cyient DLM had supported 4 government schools through adoption in and around our Cyient DLM facilities and provides quality education to over 1300 underprivileged children. In FY2023-24, trained over 500 rural unskilled/semiskilled girls on industry relevant skills and provided 100% job placements. As a part of the environmental initiatives, we planted over 5,000 trees in and around Cyient DLM, adopted two schools, one in Shamshabad, Telangana and other in Rural Micro Skill Centre, Mahabubnagar, Telangana, illuminated the streets by installation of electric poles with LED lights that have solar panels backed by batteries to run on renewable energy for the benefit of local community around Cyient DLM facilities.

During FY24, the Company spent an amount of ?72,76,354 in pursuance of CSR Activities. The CSR Annual Report is enclosed with this report. Kindly refer to Annexure - F.

The details of the CSR & ESG Committee can be found in the report on Corporate Governance, which forms a part of this report. The CSR Policy of the Company can be accessed at the Company''s website. The weblink for the same is https://www.cyientdlm.com/hubfs/dlm/ investor/corporate-governance/Cyient_DLM-CSR_ Policy.pdf

9. Board ofDirectors & Key Managerial Persons

9.1 Board of Directors

The Board of the Company is duly constituted. As on March 31, 2024, your Company''s Board had eight (8) directors comprising of one Executive Director, two Non-Executive Non-Independent Directors and five Non-Executive Independent Directors including a woman Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

None of the directors of the Company are disqualified under the provisions of the Act or under the SEBI Listing Regulations.

9.2 Board Diversity

The Company has a truly diverse Board that includes and makes good use of diversity in skills, regional and industry experience, background, race, gender, ethnicity, and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of skills, experience, independence and knowledge that the Board as a whole requires to be effective.

9.3 Independent Directors Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

9.4 Certificate from Company Secretary in practice

The Certificate on Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C, Clause 10 (i) of the SEBI Listing Regulations is published in the Annual Report. Kindly refer to Annexure - G.

9.5 Registration of Independent Directors in Independent Directors databank

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

9.6 Changes in the composition of Board of Directors

9.6.1 Appointments during the year

• Mr. Muralidhar Yadama (DIN: 00034952) was appointed as Non-Executive Independent Director for a term of three consecutive years commencing on July 21, 2023.

Mr. Muralidhar Yadama is not liable to retire by rotation.

• Dr. Ajay Kumar (DIN: 01975789) was appointed as Non-Executive Independent Director for a term of three consecutive years commencing on November 15, 2023.

Dr. Ajay Kumar is not liable to retire by rotation.

9.6.2 Statement regarding opinion of the Board with regards to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

In the opinion of the Board, the Independent Directors, Mr. Murali Yadama and Dr. Ajay Kumar, appointed during the year possess requisite integrity, expertise, experience and proficiency.

9.6.3 Re-Appointments (Director liable to retire by rotation)

The following directors retire by rotation and being eligible, offer themselves for re-appointment in the ensuing AGM:

• Mr. Rajendra Velagapudi (DIN: 06507627), Managing Director

• Mr. B.V.R. Mohan Reddy (DIN: 00058215), Non-Executive Director

Pursuant to the provisions of Regulation 36 of the SEBI Listing Regulations and Secretarial Standards 2 on General Meetings issued by

ICSI, brief particulars of the director proposed to be re-appointed are provided as an annexure to the notice convening the AGM.

9.7 Key Managerial Personnel as at the end of FY24

Following are the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section 2(51), and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as of March 31, 2024:

Sr. No.	Name of the KMP	Designation
1.	Mr. Rajendra Velagapudi	MD
2.	Mr. Anthony Montalbano	CEO
3.	Mr. Shrinivas Kulkarni	CFO
4.	Ms. S Krithika	Company Secretary

9.8 Changes in composition of KMP

During FY24, Ms. Parvati K. R. resigned as Company Secretary and Compliance Officer and Ms. S. Krithika was appointed as the Company Secretary and Compliance officer.

9.9 Senior Managerial Person as at the end of FY24

Following are the Senior Managerial Personnel (SMP) of the Company in accordance with the provisions of the SEBI Listing Regulations.

Sr. No.	Name of the SMP	Designation
1.	Mr. Kaushal Jadia#	Chief Technology Officer
2.	Ms. Neeraja Polisetty	Head of HR
3.	Ms. Pooja Jamwal	Head of Corporate Development
4.	Mr. Joseph Crowley	Head of Sales
5.	Ms. Suchitra R C	Head of EMS
6.	Mr. Prashant Mokashi	Head - Program Management
7.	Mr. Ram Dornala*	Chief Operating Officer

The details about the composition of Board, KMP, SMP and the committees of the board can be found in the Report of Corporate Governance, which a forms a part of this report.

10. Policy On Directors'' Appointment and Remuneration and Other Details

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the report on Corporate Governance, which forms part of the directors'' report. The weblink for the same has been disclosed separately at the end of this report.

10.1 Criteria for making payments to NonExecutive Directors

Overall remuneration should reflect the size of the Company, complexity of the sector/industry/ company''s operations and the company''s capacity to pay the remuneration. Independent Directors (ID) and Non-Independent Non-Executive Directors (NED) may be paid commission within regulatory limits.

The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based on the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings. The criteria of making payments to NonExecutive directors are also available on the website of the Company - www.cyientdlm.com/investors

#Appointed w.e.f January 23,2024 *Ceased to be Chief Operating Officer w. e. f April 03, 2024.

11. Board Meetings during the year

During FY2023-24, nine (9) meetings of the Board were held, the details of which have been disclosed in the report on Corporate Governance, which forms a part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

12. Board Evaluation and Assessment

The Company believes that formal evaluation of the board and of individual directors on an annual basis is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness.

The parameters for performance evaluation of the Board include the Board structure, the Board''s role in governance, the dynamics and functioning of the Board, reporting, and internal control systems.

Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties, and the performance of the Committee vis-a-vis its responsibilities.

The performance of individual directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders.

All the Directors were subject to self-evaluation and peer evaluation.

In order to facilitate the same, the board undertook a formal board assessment and evaluation process during FY24. The Board evaluation cycle was completed internally, led by the Independent Chairman of the Nomination and Remuneration Committee (NRC).

13. Committees of the Board

As required under the provisions of the Act and the SEBI Listing Regulations, as on March 31, 2024, the Board has the following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee;

• CSR & ESG Committee

During the year, all recommendations made by the Committees were approved by the Board. A detailed note on the composition of the various Committees is provided in the report on Corporate Governance, which forms a part of this report.

14. Adequacy of Internal Financial Controls

Internal Financial Controls are part of the Risk Management process addressing financial and financial reporting risks. They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records. They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitized, and embedded in the business process. The Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024

15. Auditors

15.1 Statutory Auditors

At the 26th (Twenty Sixth) AGM held on July 17, 2019, the members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W/ E300004) as the Statutory Auditors of the Company to hold office for a period of five years from the

conclusion of that AGM till the conclusion of the 31st (Thirty First) AGM.

Appointment of Statutory Auditors in the AGM

Based on the recommendations of the Audit Committee, the Board of Directors have approved and recommended the re-appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W/ E300004) for a second term of 5 consecutive years till March 31, 2029.

15.2 Internal Auditors

Pursuant to Section 138 of the Act & rules made thereunder KPMG (Registration Number FRM-101248W/W-100022) are appointed as Internal Auditors of the Company and continue to be the Internal Auditors for FY25 to review various operations of the Company and report their findings to the Audit Committee.

15.3 Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board at its meeting held on April 23, 2024, has approved the appointment of M/s GA & Associates, Cost Accountants, (FRN: 000409) as Cost Auditors of the Company for audit of cost accounting records for FY 25.

M/s GA & Associates, Cost Accountants, have confirmed their independent status and their non-disqualifications under section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the Cost Auditor for FY25 will be placed before the shareholders for consideration.

15.4 Secretarial Auditors

The Board has appointed MKS & Associates (Reg. No. S2017TL460500), Practising Company Secretaries as the Secretarial Auditors for FY2024-25.

16. Cost Audit

In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by your Company.

17. Auditors'' Report and Secretarial Auditors'' Report

17.1 Auditor''s Report

The Auditors'' Report for FY24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

17.2 Secretarial Auditors'' Report

The Company has undertaken an audit for FY24 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditors'' Report for FY24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended March 31, 2024, is enclosed in this report. Kindly refer to Annexure G.

17.3 Instances of fraud reported by the Auditors

During FY24, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees under section 143(12) of the Act to the Central Government or the Audit Committee under section 143(12) of the Companies Act.

17.4 Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for FY24 for all applicable compliance as per SEBI Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Manish Kumar Singhania, Practising Company Secretary Membership No. ACS 22056 (CP No. 8068), has been submitted to the Stock Exchanges within 60 days of the end of the financial year.

18. Vigil Mechanism

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides adequate safeguards against victimisation of employees who avail themselves of this mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Whistle blower Policy is available on the website of the Company - https://www.cyientdlm.com/ hubfs/dlm/investor/corporate-governance/Cyient_ DLM-Whistle_Blower_Policy.pdf. The Company has implemented a web-based/online mechanism under its Whistle Blower Policy. This mechanism encompasses the entire trail from the login of a complaint to its eventual redressal.

19. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are enclosed with this report. Kindly refer to Annexure - J.

20. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material departures;

• They 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 of the company for that period;

• They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• They have prepared the annual accounts on a going concern basis;

• They have laid down internal financial controls to be followed by the Company and, such internal financial controls are adequate and operating effectively;

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Particulars of Loans, Guarantees And Investments

Your company has invested in the equity shares of STUAM Technologies Limited (Formerly known as Innovation Communications Systems Limited) aggregating to 15% of the paid-up equity share capital of the Statum.

Particulars of loans given, investments made, guarantees given and securities provided, along with the purpose for which the loan, guarantee, or security is proposed to be utilised by the recipient, are provided in the Standalone Financial Statements. (Kindly refer note no. 6 to the Standalone Financial Statements).

22. Related Party Transactions

The Company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. The information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed with this report. Kindly refer to Annexure - K. Reference is also made to note no. 30 of the Standalone Financial Statements.

23. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for FY24, is placed on the Company''s website in due course and can be accessed at https://www.cyientdlm.com/investors

24. Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

I. Disclosures as per Rule 5(1):

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

i) Executive Directors:
Name	DIN	Designation	Ratio to Median remuneration
Rajendra Velagapudi	06507627	Managing Director	N.A
ii) Non-Executive/Independent Directors:
Name	DIN	Designation	Ratio to Median Remuneration
B.V.R. Mohan Reddy	00058215	Director	*
Krishna Bodanapu	00605187	Director	*
Jehangir Ardeshir	02344835	Director	2.73
Vanitha DatlaA	00480422	Director	2.73
Pillutla Madan Mohan	09280818	Director	2.73
Muralidhar Yadama#	00034952	Director	2.04
Ajay Kumar**	01975789	Director	1.14

The directors are paid remuneration in the form of commission.

*Non-executive Non-Independent Directors did not receive any remuneration

^A Based on the request from the Director, the entire compensation payable for FY 2023-24 was transferred to SPARSH HOSPICE (Centre for Palliative Care)

# appointed w.e.f July 21,2023 **appointedw.e.f November 15,2023

b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year:

Name	Designation	% Increase in Remuneration in the Financial Year
Rajendra Velagapudi	Managing Director	N.A
Anthony Montalbano	Chief Executive Officer	**
B.V.R. Mohan Reddy	Director	0
Krishna Bodanapu	Director	0
Jehangir Ardeshir	Director	0
Vanitha Datla	Director	0
Pillutla Madan Mohan	Director	0
Muralidhar Yadama	Director	0
Ajay Kumar	Director	0
Shrinivas Kulkarni	Chief Financial Officer	**
S. Krithika	Company Secretary	N.A
**Employed for part year in FY 22-23

c) The percentage increase in the median remuneration of employees in the financial year: 10%

d) The number of permanent employees on the rolls of Company: 722

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 87% and the average annual increase of managerial personnel - N.A.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

II) Disclosures as per Rule 5(2):

The names of the top ten employees in terms of remuneration drawn and the name of every employee, who:

a) If employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh rupees;

b) If employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand Rupees per month;

c) If employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Wholetime Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

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, forms part of this report. Considering the first proviso to Section 136(1) of

the Companies Act, 2013, the Annual Report, excluding the said information, is being sent to the shareholders of the Company and others entitled thereto.

In terms of Section 136 of the Act, the said information is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at [email protected].

25. Loans and advances in the nature of loans to firms/Companies in which directors are interested

The information as required to be provided under Schedule V Para C Clause 10 (m) of the SEBI Listing Regulations forms a part of the report on Corporate Governance enclosed with the Annual Report.

26. Details of Material Subsidiaries of the Listed Entity

The information as required to be provided under Schedule V Para C Clause 10 (n) of the SEBI Listing Regulations forms a part of the report on Corporate Governance enclosed with the Annual Report.

27. Particulars relating to the sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013 (POSH)

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY24.

List of Initiatives under POSH for FY24

• POSH Committee connects every quarter to ensure the complaints (if any) registered are duly discussed with an improved approach on building awareness. Further, the Company continues to have POSH Committee meetings to enhance awareness among associates.

• Awareness and sensitization continue during the induction of associates.

• POSH Committee has been nominated for training in various national and state level forums (CII, etc.).

• Conducted sessions during the year, specifically for all the blue-collar and contract employees in Hyderabad and Bengaluru, on POSH awareness.

There are no pending complaints either at the beginning or at end of the Financial Year. The following is the summary of the complaints received and disposed-off during FY24:

(a) Number of complaints received: NIL

(b) Number of complaints disposed: NIL

(c) Number of complaints pending as on end of FY24: Nil

28. Risk Management

The company pursues a comprehensive Risk Management Programme as an essential element of sound corporate governance and is committed to continuously embedding risk management in its daily culture. This process is followed in five steps:

• Identify risks and opportunities

• Assess risk and performance for key processes

• Evaluate the risk impact across business operations

• Develop mitigation plan for the risks identified and

• Monitor the risks at regular intervals and report to the Risk Management Committee

The company has classified the risks into five categories:

i) Strategic

ii) Reputational

iii) Operational

iv) Financial

v) Compliance/Litigation

Each identified risk is assessed according to its probability and impact on the company.

The Board of Directors has formed an internal Risk Management Committee to identify, evaluate, mitigate, and monitor risk management in the company. The Committee comprises cross-functional members from the senior management of the company. The primary objectives of the Committee are to assist the Board in the following:

• To provide oversight for all categories of risk and promulgate a risk culture in the organization.

• To adopt leading Risk Management practices in the industry and manage risk proactively at an organizational level.

• To help develop a culture within the enterprise where people at all levels understand risks.

• Provide input to management on risk appetite and tolerance and monitor the organization''s risk on an ongoing basis.

• Approve and review Risk Management Plan which includes the Company''s risk management structure, framework, methodologies adopted, guidelines, and details of assurance and review of the Risk Management Process.

• Monitor risks, risk management capabilities and mitigation plans.

More details on the Risk Management Committee of the Board can be found in the report on Corporate Governance. Members may also refer to the Management Discussion & Analysis Report.

29. Corporate Governance

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under the SEBI Listing Regulations forms a part of the Annual Report. Kindly refer to Annexure - L.

Full details of the various Board Committees are also provided therein along with the Auditors'' Certificate regarding compliance of conditions of corporate governance in Annexure - M.

30. Declaration by the CEO

Pursuant to the provisions of Regulation 17 of the SEBI Listing Regulations, a declaration by the CEO of the company, declaring that all the members of the Board and the Senior Management Personnel of the company have affirmed compliance with the Code of Conduct of the Company is enclosed in this report. Kindly refer to Annexure - N.

The CEO/CFO certification to the Board pursuant to Regulation 17 of the SEBI Listing Regulations is enclosed to this report. Kindly refer to Annexure - P.

31. Secretarial Standards

The Company is in due compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

32. Other Disclosures

During the Financial Year under review:

• There was no issue of Equity Shares with differential rights as to dividend, voting or otherwise.

• There was no issue of Shares (including Sweat Equity Shares) to associates of the Company under any scheme.

• No shares were bought back during the year under review.

• No Bonus Shares were issued during the year under review.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

• The Company does not have any scheme of provision of money for the purchase of its own shares by Employees or by Trustees for the benefit of employees.

• The Managing Director did not receive any remuneration or commission from any of its subsidiaries.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of a one-time settlement with any Bank or Financial Institution.

• The Company does not have any shares in unclaimed suspense demat account.

• There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which the financial statement relates on the date of this report. The other changes in commitments are provided in the relevant places of the annual report.

• Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - the company has not made any such valuation during FY24.

• There were no cyber security incidents or breaches, loss of data or documents during FY24.

33. Acknowledgments

The Board of Directors expresses their thanks to the Company''s customers, shareholders, vendors and bankers for their support to the company during the year. We also express our sincere appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hardwork, cooperation and support.

Your directors would like to make a special mention of the support extended by the various departments of the Central and State Governments, particularly the Software Technology Parks of India, Development Commissioners - SEZ, Department of Communication and Information Technology, the Direct and Indirect tax authorities, the Ministry of Commerce, the Reserve Bank of India, Ministry of Corporate Affairs/Registrar of Companies, SEBI, the Stock Exchanges and others and look forward to their support in all future endeavours.