Cyient DLM Ltd Directors Report

<dhhead>BOARDS’ REPORT</dhhead>

Dear Members,

Your directors take pleasure in presenting the Thirty-third (33rd) Directors Report on the business and operations of your Company, along with the audited financial statements for the Financial Year ended March 31,2026. The consolidated performance of the Company and its subsidiaries has been referred to, wherever required in the report.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(Amount in Rs. Million)

Particulars	Standalone		Consolidated
	FY2025-26	FY2024-25	FY2025-26	FY2024-25
Revenue from operations	9,426.52	13,449.60	12,614.85	15,196.26
Other income	168.03	278.69	362.63	261.57
Total Income	9,594.55	13,728.29	12,977.48	15,457.83
Expenses
Operating expenditure	8,344.81	12,060.59	11,346.66	13,824.52
Depreciation and amortization expense	291.22	277.47	427.52	340.62
Total Expenses	8,636.03	12,338.06	11,774.18	14,165.14
Profit before finance cost, tax	958.52	1,390.23	1,203.30	1,292.69
Finance Cost	200.23	360.05	271.69	375.45
Exceptional Item	-	-	-	-
Profit Before Tax (PBT)	758.29	1,030.18	931.61	917.24
Current tax	196.13	285.78	192.85	309.13
Deferred tax	(1.08)	(22.58)	5.94	(72.65)
Profit After Tax (PAT)	563.24	766.98	732.82	680.76
Basic EPS	7.10	9.67	9.23	8.58
Diluted EPS	7.09	9.64	9.23	8.56
Paid up share capital	793.64	793.06	793.64	793.06
Other Equity	9,095.69	8,763.43	9,327.44	8,701.29

FINANCIAL PERFORMANCE (CONSOLIDATED)

(Amount in C Million)

Sr. No.	Particulars	FY2025-26	FY2024-25	% Increase/ Decrease (YoY)
1.	Revenue from Operations	12,614.85	15,196.26	-16.99%
2.	Profit for the year	732.82	680.76	7.65%

EPS

Basic EPS for the year FY26 is 7.10 as against 9.67 in FY25.

2. STATE OF AFFAIRS AND COMPANYS 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 Companys global presence and a strong commitment to delivering value-driven solutions has been instrumental in transforming businesses through innovation and technology.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

4. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company had obtained the approval of shareholders through postal ballot on March 8, 2026 to reallocate C36,84,00,000/- (Rupees Thirty-Six Crores and Eighty-Four Lakhs Only) out of Object 2 (Funding capital expenditure requirements of our Company) to Object 1, i.e., Funding incremental working capital requirements of our Company.

Pursuant to the approval from the shareholders, the Company had utilised the amount of C36,84,00,000/- (Rupees Thirty-Six Crores and Eighty-Four Lakhs Only) towards working capital. As at March 31,2026, the Company had utilised all the IPO proceeds.

The statement of deviation report is provided as Annexure - A.

5. 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 FY26.

6. TRANSFER TO RESERVES

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

7. SHARE CAPITAL

I. Particulars of the Share Capital of the Company as on March 31, 2026

Particulars	Amount (D)
Authorised share capital 8,50,00,000 Equity Shares of C10 each	85,00,00,000
Issued, subscribed and paid-up share capital 7,93,64,396 Equity Shares of C10 each	79,36,43,960

II. Changes in the Share Capital during FY26

During the period under review, the Company had issued 58,272 equity shares to employees under CYIENT DLM RSU SCHEME 2023.

Particulars of Paid-up Shares	No. of Shares
Number of shares at the beginning of the year	7,93,06,124
Add: Allotments during the year	58,272
Number of shares at the end of the year	7,93,64,396

8. 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 during the year.

Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee. Benefits Regulations are available on the Companys website at - https://www.cyientdlm.com/ investors/. No employee was granted 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.

9. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

As at March 31, 2026, the status of subsidiaries, associates and joint ventures are as follows:

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

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

10. 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 - C).

11. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during FY26 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.

12. 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

13. CORPORATE SOCIAL RESPONSIBILITY

Cyient DLM believes that sustained business growth must be accompanied by meaningful contribution to society. In line with this philosophy, the Company remains committed to creating long-term, inclusive and sustainable impact in the communities in which it operates.

The CSR initiatives of Cyient DLM are implemented through Cyient Foundation, a registered charitable trust and qualified CSR implementation entity, established to undertake and execute social development projects in accordance with the applicable provisions of the Companies Act, 2013 and the Companies (CSR Policy) Rules.

Cyient DLMs CSR programmes are aligned with the areas specified under Schedule VII of the Companies Act, 2013, and contribute to broader national and global development priorities, including the Sustainable Development Goals (SDGs). The CSR initiatives are undertaken based on the recommendations of the CSR Committee of the Board and approval of the Board, and are implemented through structured planning, governance, monitoring and review mechanisms.

During FY26, the Company spent an amount of C 16 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 Companys website. The policy is available at https://www.cyientdlm.com/images/pdf/Cyient_ DLM-CSR_Policy.pdf

14. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONS

I. Board of Directors

The Board of the Company is duly constituted. As on March 31,2026, your Companys Board had eight (8) directors comprising 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.

II. 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 declarations 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

a. Appointments during the year:

• Dr. Ganesh Natarajan (DIN: 00176393) was appointed as an Independent Director with effect from October 14, 2025.

• Mr. Giridhar Aramane (DIN: 00483130) was appointed as an Independent Director with effect from November 26, 2025.

b. Re-appointments during the year:

• Dr. Vanitha Datla (DIN: 00480422) was re-appointed as an Independent Director of the Company for a second term of five consecutive years, commencing on 12 December 2025 and ending on 11 December 2030, pursuant to the approval of the shareholders by way of a special resolution.

• Mr. Jehangir Ardeshir (DIN: 02344835) was re-appointed as an Independent Director of the Company for a second term of five consecutive years, commencing on 12 December 2025 and ending on 11 December 2030, pursuant to the approval of the shareholders by way of a special resolution.

c. Approval of the shareholders by way of special resolution has been obtained, in compliance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, for the continuation of directorship of Mr. B.V.R. Mohan Reddy (DIN: 00058215), who has attained the age of 75 years, up to the conclusion of the Annual General Meeting to be held in 2026.

d. Resignations during the year:

• Dr. Ajay Kumar (DIN: 01975789) resigned as Independent Director of the Company with effect from May 15, 2025.

• Mr. Madan Pillutla (DIN: 09280818) resigned as Independent Director of the Company with effect from August 18, 2025.

The Company has received confirmation from the outgoing Independent Directors that there are no other material reasons for their resignation other than those disclosed to the stock exchanges.

e. Retirements at the AGM:

Mr. Rajendra Velagapudi (DIN: 06507627), Managing Director and CEO, retires by rotation and, being eligible, offers 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 FY26:

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 at March 31,2026:

Sr. No.	Name of the KMP	Designation
1.	Mr. Rajendra Velagapudi	Managing Director & CEO
2.	Mr. R M Subramanian	Chief Financial Officer
3.	Ms. S Krithika	Company Secretary

Changes in KMP during the year:

• During the year, Mr. Shrinivas Kulkarni resigned from the position of Chief Financial Officer with effect from 24 October 2025 and he has confirmed that there are no other material reasons for his resignation. The Board, based on the recommendation of the Audit Committee, approved the appointment of Mr. R M Subramanian as Chief Financial Officer with effect from 24 October, 2025. He brings extensive experience in finance, strategy, and governance.

VIII. Senior Managerial Personnel as at the end of FY26

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. Mujeeb Rahiman#	Head of Operations
2.	Mr. Kaushal Jadia	Chief Technology Officer

# Resigned w.e.f. April 30, 2026

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

IX. Policy On Directors Appointment and Remuneration and Other Details

The Companys 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/ companys operations and the Companys 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 for 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 FY26, six (6) meetings of the Board were held, the details are 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 Board evaluation serves as an effective mechanism to enhance Board accountability and overall effectiveness. It enables Directors to assess individual as well as collective performance on an ongoing basis.

The evaluation of the Board covers key aspects such as its composition, governance role, effectiveness of functioning, quality of reporting, and adequacy of internal control systems. Committee performance is assessed based on clarity and understanding of their terms of reference, effectiveness of deliberations, quality of information provided, and their overall discharge of responsibilities.

The performance of individual Directors is evaluated on parameters including attendance, contribution to discussions, engagement with fellow Board members, ability to provide guidance on strategic matters, domain knowledge, and commitment towards stakeholders.

All Directors undergo both self-evaluation and peer evaluation.

During FY26, the Company conducted a formal Board evaluation process. The evaluation cycle was carried out internally and overseen by the Independent Chairperson of the Nomination and Remuneration Committee.

Further details on the evaluation framework and process are provided in the Corporate Governance section of this Annual Report.

XII. Committees of the Board

As required under the provisions of the Act and the SEBI Listing Regulations, as on March 31,2026, 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.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls form an integral part of the Companys risk management framework 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 detection and 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, digitised, and embedded in the business process. The internal financial controls and risk management systems are periodically tested, reviewed, and evaluated by the management, internal auditors, and the Audit Committee. Based on such evaluation, the Board is of the opinion that the Companys internal financial controls and risk management systems are adequate and operating effectively during the financial year.

16. AUDITORS

I. Statutory Auditors

At the 31st (Thirty-first) AGM held on June 28, 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 36th (Thirty-sixth) AGM to be held in the year 2029.

II. Internal Auditors

Pursuant to Section 138 of the Act and the 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 FY27 to review various operations of the Company and report their findings to the Audit Committee.

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 April 21,2026 ,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 FY27.

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

A proposal for ratification of remuneration of the Cost Auditor for FY27 will be placed before the shareholders for consideration in the ensuing AGM of the Company.

IV. Secretarial Auditors

At the 32nd (Thirty-second) AGM held on July 3, 2025, the members had approved 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 32nd (Thirty-second) Annual General Meeting until the conclusion of 37th (Thirty-seventh) Annual General Meeting to be held in the year 2030.

17. COST AUDIT

In terms of 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 by the Cost Auditor and accordingly such accounts and records are made and maintained by your Company.

18. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

I. Auditors Report

The Auditors Report for FY26 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 FY26 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditors Report for FY26 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended March 31, 2026, is enclosed in this report. Kindly refer to Annexure - G.

III. Instances of fraud reported by the Auditors

During FY26, 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.

IV. Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for FY26 for all applicable compliances 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 and CP No. 8068), has been submitted to Stock Exchanges within 60 days of the end of the financial year.

19. 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

20. 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 - H.

21. 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.

22. 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 18.24% of the paid-up equity share capital of STUAM.

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. 6A and 30 to the Standalone Financial Statements).

23. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. All related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business. All such transactions were approved by the Audit Committee. 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 which is enclosed with this report. Kindly refer to Annexure - I. Reference is also made to note no. 30 of the Standalone Financial Statements.

24. ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for FY26 will be placed on the Companys website and can be accessed at https://www.cyientdlm.com/investors

25. 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 and CEO	57.30

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	2.46
Vanitha Datla	00480422	Director	2.46
Pillutla Madan MohanA	09280818	Director	1.03
Muralidhar Yadama	00034952	Director	2.46
Ajay Kumar**	01975789	Director	0.41
Ganesh Natarajan&	00176393	Director	1.23
Giridhar Aramane*	00483130	Director	1.03

The Non-Executive Independent Directors are paid remuneration in the form of commission.

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

APillutla Madan Mohan resigned w.e.f. 18-08-2025

**Ajay Kumar resigned w.e.f. 15-05-2025 & Ganesh Natarajan appointed on 14-10-2025

* Giridhar Aramane appointed on 26-11-2025

$ Employed for part year

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 & CEO	**
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
Ganesh Natarajan	Director	N.A.
Giridhar Aramane	Director	N.A.
Shrinivas KulkarniA	Chief Financial Officer	9%
R M Subramanian	Chief Financial Officer	**
S. Krithika	Company Secretary	0

**Employed for part year in FY26 A Mr. Shrinivas Kulkarni resigned as CFO w.e.f 24-10-2025

c) The percentage increase in the median remuneration of employees in the financial year: 8%

d) The number of permanent employees on the rolls of Company: 914

e) Average percentage 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 8% 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 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.

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 company.secretary@ cyientdlm.com.

26. 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.

27. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY

As on March 31, 2026, 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 a part of the report on Corporate Governance enclosed with the Annual Report.

28. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH)

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

The Company is committed to providing a safe and inclusive work environment and has in place a POSH Policy. Regular awareness and sensitisation programmes were conducted during the year for employees across all locations, including induction sessions for new employees.

The Internal Complaints Committee reviews the policy implementation periodically and ensures adequate awareness across the organisation.

List of Initiatives under POSH for FY26:

• POSH Committee connects every quarter to ensure the complaints (if any) registered are duly discussed with an improved approach on building awareness.

• POSH Committee has been nominated for training in various forums

• Conducted PoSH awareness sessions during the year, for all associates (white-collar, blue-collar and contract employees) in all locations i.e. Shamshabad, Mysore and Bengaluru.

The following is the summary of the complaints received and disposed of during FY26:

(a) Number of complaints received: NIL

(b) Number of complaints disposed: NIL

(c) Number of complaints pending as on end of FY26: Nil

29. RISK MANAGEMENT

The Company has in place a comprehensive Risk Management framework, which is embedded into its business processes and forms an integral part of its governance practices. The risk management process involves identification, assessment, evaluation, mitigation, and continuous monitoring of risks across the organisation.

The Board has constituted a Risk Management Committee in accordance with the applicable provisions of the SEBI Listing Regulations, to oversee the implementation of the risk management framework. In addition, an internal Risk Management Committee, comprising cross-functional senior management members, supports the Board-level Committee in the identification, assessment, mitigation, and continuous monitoring of risks.

Further details on the Risk Management framework, key risks, and mitigation measures are provided in the Management Discussion and Analysis (MD&A) Report. Additional information on the Risk Management Committee of the Board is available in the Corporate Governance section of this Annual Report refer page no. 188.

30. 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 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.

31. 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 with this report. Kindly refer to Annexure - M.

32. SECRETARIAL STANDARDS

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

33. OTHER DISCLOSURES

During the Financial Year under review:

• There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

• 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 Companys 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.

• 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 FY26.

• There were no cyber security incidents or breaches, loss of data or documents during FY26.

34. ACKNOWLEDGMENTS

The Board expresses its appreciation to the Companys 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 hard work, 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: April 21, 2026	DIN:00605187