Cyient Ltd Directors Report.

Dear Shareholders,

Your directors have pleasure in presenting the 28th Directors Report on the business and operations of your company, for the nancial year ended 31 March 2019.

1. FINANCIAL HIGHLIGHTS

(Amount in र Million)

Particulars Consolidated Standalone
2018-19 2017-18 2018-19 2017-18
Total Income 47,515 40,694 17,770 16,320
EBIDTA 7,668 6,873 5,932 5,671
Finance Cost 326 204 11 6
Depreciation and amortization expense 1,114 1,052 509 508
Exceptional Items 35 50 - (103)
Profit Before Tax 6,193 5,567 5,412 5,260
Current Tax 1,512 1,493 1,179 1,285
Deferred Tax (85) (113) (174) (43)
Share of Profit / (loss) in associate company - (160) - -
Share of Profit in Joint Venture 5 4 - -
Non-controlling Interest (14) (23) - -
Profit After Tax 4,785 4,054 4,407 4,018
Basic Earnings per share (Rs.) 42.43 36.00 39.07 35.69
Diluted Earnings per share (Rs.) 42.36 35.85 39.01 35.54
Interim Dividend paid (Rs./ share) 6 9 6 9
Final dividend recommended (Rs./ share) 9 4 9 4
Paid up Equity Share Capital 552 563 552 563
Reserves 25,089 22,876 21,813 20,051

2. STATE OF AFFAIRS / COMPANYS PERFORMANCE

Your Company provides engineering, manufacturing, geospatial, network and operations management services to global industry leaders. It delivers innovative solutions that add value to businesses throught the deployment of robust processes and state-of-the-art technology. The Companys high quality products and services help clients leverage market opportunities and gain the competitive advantage. On a consolidated basis, the revenue from operations for FY 2019 at र 46,175 million was higher by र 7,000 million over the last year. The Profit for the year attributable to shareholders and non-controlling interests was र 4,771 million, recording an increase of र 740 million over FY 2018. The Profit after tax attributable to shareholders of the company was र 4,785 million, 17.90% higher than that of the previous year र 4,054 million.

On a standalone basis, the revenue from operations for FY 2019 at र 16,149 million, was higher by 12.2% over the last year र 14,397 million in FY 2018. The Profit for the year was र 4,407 million, registering a growth of 9.7% over the PAT of र 4,018 million in FY 2018.

There is no change in the nature of business during the year.

3. DIVIDEND

Your directors have recommended a nal dividend of र 9.00 per share (180%) on par value of र 5.00 per share. During the year, the Company declared Interim Dividend of र 6.00 per equity share [120%] on 17 October 2018. Total dividend (excluding dividend distribution tax) as a percentage of Profit after tax of the standalone financial statements were 37.8% as compared to 36.4% in the previous year. In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Company has formulated and uploaded dividend policy on the corporate website (www.cyient. com/investors/corporate-governance).

4. TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review and proposes to retain the entire amount of र 4,407 million in its Statement of Profit and Loss/retained earnings.

During the year, the Company has created capital redemption reserve of र 13 Million out of the General reserve, on account of Buyback of equity shares, in accordance with section 69 of the companies act, 2013.

5. LIQUIDITY

Your Company continues to be debt-free and maintains sufficient cash reserves to meet its operations and strategic objectives. As at 31 March 2019, your company had liquid assets of र 7,405 million as against र 8,396 million at the previous year end. These funds have been invested in short term xed deposits and mutual funds with scheduled banks, financial institutions and debt based mutual funds.

6. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

7. SHARE CAPITAL

Your Company has allotted 4,48,689 equity shares of र 5.00 each to the associates of the company and its subsidiaries upon exercise of an equal number of stock options vested in them pursuant to the extant Restricted Stock Units and Stock Option Schemes of the company. Further, 19,30,102 shares which were bought back by the company from the open market through the stock exchange mechanism were duly extinguished in accordance and consonance with the Companies Act, 2013 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 . Pursuant to the allotments and extinguishment of shares as above, as on 31 March 2019, the paid up capital of the Company was र 55,55,72,945/- consisting of 11,11,14,589 equity shares of र 5.00 each. During the month of April 2019, the company has extinguished 11,93,861 equity shares, which were bought back. The share capital of the company as on date of the report is र 54,96,03,640/- consisting of 10,99,20,728 equity shares of र 5.00 each.

8. BUYBACK OF SHARES

The Board of Directors of the Company had, at its meeting held on 1 February 2019, approved the Buyback of its fully paid-up Equity Shares of the face value of र 5/- each, from its members/bene cial owners, other than those who are promoters or the persons in control of the Company and the promoter group, from the open market through the stock exchange mechanism, in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018. The maximum size of the buyback was र 200 crores, and at a maximum price not exceeding र 700/- per Equity Share, payable in cash. The Company commenced the buy-back of Equity Shares from 12 February 2019 and closed on 11 April 2019. The Company has bought back and extinguished a total of 31,23,963 Equity Shares at an average price of र 640.2105 per Equity Share. Accordingly, Company has deployedर 1,99,99,94,028.90 (Rupees One Hundred Ninety Nine Crores Ninety Nine Lacs Ninety Four Thousand Twenty Eight and Ninety paise only) which represents 99. 9997% of the Maximum Buyback Size.

9. EMPLOYEE STOCK OPTION PLANS

During the year, the company had granted options under two ASOP schemes to the associates of the company and its subsidiaries, in accordance with the Securities and Exchange Board of India (Share Based Employee Bene ts) Regulations, 2014. Disclosure pursuant to the said regulations is enclosed as Annexure ‘D.

10. SUBSIDIARIES Cyient, Inc. (CI)

Headquartered in East Hartford, Connecticut, Cyient Inc. provides engineering, manufacturing, geospatial, network, and operations management services to customers in North America. Cyient Inc. closed the year with 24 o ces across the US and Canada, and 1,816, associates sourced primarily from within the geography. CI has over 175 active clients across our seven business units, ranging from Fortune 500 companies to small organizations and local, state, and federal government agencies. CI operates in 40 states and four Canadian provinces, and generates $294M in annual revenues. CI leverages both the local and global delivery capability of Cyient while executing projects across North America. CI is also principal unit for executing the acquisition strategy in North America. During the year, CI acquired B&F Design Services, a Connecticut based company, engaged in the design and manufacturing of tools, which will focus on machining development hardware for the aerospace and defense industry .

Cyient Europe Limited (CEL)

Incorporated in London as Dataview Solutions Limited in 1992, it became a part of the Infotech Group in 1999. Its services are designed to cater to leading Tier-1 and Tier-2 Telcos, gas, electric and water utility companies, public sector agencies, and commercial businesses. In addition it provides world-class engineering services as well as big data and analytics capabilities to rail, aerospace and manufacturing companies. The company enjoys long-term relationships with several of its partners and customers and has built a strong foundation of trust and reliability.

Cyient Europe Ltd has 4 wholly owned subsidiaries. The oldest, Cyient Benelux BV, based in Breda, Netherlands, provides support to its customers and business in the Benelux region while Cyient Schweiz GmbH, based in Bern, provides support and local presence for our long standing engagement with Swisscom. Cyient SRO, based on Prague in the Czech was established in September 2015. Its primary focus is to provide engineering services to our rail and aerospace customers across Europe and has now grown to a team of over 120 associates. The most recent subsidiary is Ansem NV, a Belgium company that CEL acquired in April 2018. Ansem is a specialist solutions company, focused on the design and prototyping of analogue semi-conductor chips for a wide range of industrial clients.

The November 2016 acquisition of Blom Aero lms Ltd, the UK subsidiary of NRC Group from Norway is progressing well. The business bought a team with complementary skills of around 40 associates, mostly based out of their o ces in Cheddar, Somerset, who have now been fully integrated into Cyients European operations. The company is an ISO 9001 and ISO 27001 certi ed organization. Leveraging the global execution capability of its parent organization, it maintains client relationships and ensures e cient project management across Europe. Cyient GmbH (CG)

Cyient GmbH o ers world-class engineering services as well as big data and analytics capabilities to rail, aerospace and manufacturing companies in Germany and neighbouring countries such as Austria, France and Sweden. It was established as Advanced Graphics Software (AGS) in Leonberg, Germany, in 1992 – a 3D CAD/CAM, e-solution software and application provider. After becoming a part of the Cyient Group in 2000, it extended its foray into other service areas like GIS and IT solutions. Owing to the large pool of engineering, GIS and IT resources, CG provides high-quality services and solutions to a wide range of clients with o shore cost advantage and onsite project management. Growth in the recent past has included Telecom Plan and Design services into the German market as well as semiconductor design and veri cation services. We recently moved our o ces from Leonberg to Stuttgart to re ect this growth and expansion Cyient Australia Pty Limited (CAPL)

Established in 2014, Cyient Australia provides engineering design and network operations services to diverse industries to its Asia Paci c customers. CAPL supports its customers especially Telecommunication, Utilities and Rail transportation from global delivery centres in Sydney and Melbourne with operations Australia wide and across the APAC region. CAPL has over 600 associates operating from our global delivery centres and customers across Australia. Melbourne is the APAC headquarter. Cyient KK (CKK) Established in 2008 in Central Tokyo, CKK is a leading engineering service provider in Japan. CKK provides end-to-end engineering services and solutions to manufacturing industries. CKK leverages the global delivery capability of the parent organisation, while maintaining client relationships and managing projects locally.

During the year CAPL has acquired 86% stake in CKK. It brought down the shareholding of the Company in CKK to 14%.

Cyient Singapore Pte Limited (CSPL)

Established in 2015, Cyient Singapore is the South East Asia headquartered CSPL provides services and solutions to diverse industries such as aerospace, telecommunications, utilities and rail transportation. CSPL has close to 100 engineers supporting its customers from the engineering centre in Singapore. CSPL has a strong customer base in the region and this entity becomes very important for the future growth in the region. Cyient Engineering (Beijing) Limited (CEBL)

Cyient established its presence by setting up a subsidiary in Beijing in 2017. CEBL sees China as having long term market not only to support its global customers in China but also to capture huge potential that the China market brings to its future growth. Particular focus is on semiconductor, manufacturing and energy markets. Cyient Israel India Limited (CIIL)

During FY17, Cyient established its local presence in Israel to engage more closely with Israeli Defense OEMs who are signi cant clients for the companys Design Led Manufacturing (DLM) business. Cyient has invested in local business development and consulting resources to strengthen its focus on this important market that has signi cant, long-term potential particularly around Indian Defence o sets opportunities. Cyient additionally engaged in an Israeli start-up accelerator programme that gives the company access to partnerships around innovative technology for military, defense and homeland security applications. Cyient DLM Private Limited (CDLMPL)

CDLMPL is recognised as a market leader in High-Mix, HighTech Electronic & Mechanical anufacturing Services in Aerospace & Defense, Rail Transportation, Medical Technology, Telecom & Industrial business segments. CDLMPL possesses and maintains quality certi cations that enable it to design and manufacture products to clients in these industry verticals. CDLMPL is responsible for seamless transition from the design phase to the manufacturing phase by arriving at Integrated Product Development Plan (IPDP) with all BUs. In many cases, we support our customer in technocommercial points by a set of seasoned experts to deliver value engineered products derived from a combination of e cient designs, sourcing and production processes.

During the year, Company has acquired 100% stake in CDLMPL.

Cyient Insights Private Limited (CIPL)

In October 2014, Cyient acquired a majority stake in Invati Insights Private Limited, Hyderabad, India. The Company was subsequently renamed Cyient Insights Private Limited Cyient Insights enables its customers to derive end to end business excellence and derive quanti able business results through gamut of machine learning and deep learning capabilities and associated actionable insights. Cyient Insights stands apart from its peers with its capability to acquire, manage and analyse vast amount of data generated by sensors embedded in machines and devices, and the unmatched commitment to add value to customers with the proven global delivery model. Cyient Insights brings in domain specialists through Cyients decades of work with verticals such as Aerospace & Defence, Heavy Engineering, Transportation, Medical, Telecommunications, Utilities, and Energy & Natural Resources and marries it to its data science capability to execute projects. During the year, Company has acquired 100% stake in CIPL.

Cyient Solutions and Systems Private Limited (CSSPL)

In April 2017, Cyient Solutions and Systems Private Limited (CSS) was established to focus exclusively on business in the Indian Defence Sector. CSS underlines Cyients commitment to the Make in India initiative that re ects the nations aspirations for increased self-reliance in Defence. Cyient has been actively investing in technology IP, design, development, manufacturing and system integration capabilities to address critical technology requirements of the Defence sector. CSS signed a collaboration agreement with BlueBird Aero Systems Israel to design, manufacture, and maintain UAV Systems for Indian defence, paramilitary and homeland security agencies. BlueBirds world-class technology combined with Cyients manufacturing, aftermarket capabilities and local presence o ers exceptional value to the rapidly expanding market for UAV solutions in India. Cyient Urban Micro Skill Centre Foundation (CUMSCF)

In October 2018, company incorporated CUMSCF as a non-Profit organisation under section 8 of the Companies Act, 2013. This will enable more focus on urban micro skills. The operations of the company will commence in FY 2019-20. Infotech HAL Limited (IHL)

Infotech HAL Ltd (IHL), a joint venture (50:50) between CYIENT Ltd (formerly known as Infotech Enterprises Limited) and Hindustan Aeronautics Limited (HAL). The Engineering services wing of IHL provides Conceptual design, Development of Digital mockups, Tool design, detail design and analysis, prototyping, Software Design and Database Management . IHL delivers engineering as well as aftermarket engineering and support services, i.e., Technical publications, service bulletins, Electronic Manuals, Computer Based Training, etc. in the Aerospace and Defense area.

IHL will partner with customer to provide manufacturing program management from receipt of drawing to delivery of hardware, including production and recerti cation with minimum involvement of customer resources and acts as customer representative to the vendors in India IHL is well positioned to undertake work from various OEMs under o set program. IHL services leverage o shore execution of projects with onsite program management of manufacturing at our approved vendors".

11. QUALITY

Your company is committed to creating and delivering engineering services and solutions that exceed customer expectations and enhance the level of business Profitability. Your companys quality implementation e orts are all pervasive, beginning with a stated goal. True to the image as a global player, the company has developed a reputation for providing its clients with world class quality; the clients trust the strength of quality processes that have always assured them of timely defect-free deliverables.

The quality management system (QMS) is a testimony derived and optimized with experiences and best practices that are aligned with the internationally renowned quality standards and models like ISO 9001:2015, ISO 27001:2013, AS 9100 D, ISO 13485:2016, ISO 22163: 2017- (IRIS), TL- 9000 R 6.0/R5.5 V, ISO 14001:2015, BS-OHSAS 18001-2007, ISO 20000 and CMMI-DEV Version 1.3 Level 5 (pursuing CMMI DEV Version 2.0) . Quality policy and objectives are mentioned elsewhere in the annual report.

12. BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34 of the SEBI (LODR) Regulations, 2015, the company is publishing the Business Responsibility Statement. The same is enclosed as Annexure ‘A.

13. CORPORATE SOCIAL RESPONSIBILITY

Your company believes in giving back to society in some measure that is proportionate to its success in business. Corporate Social Responsibility (CSR) aims at balancing theneedsofallstakeholders.ThecompanysCSRinitiative goes beyond charity and believes that as a responsible company it should take into account its impact on society as much as creating business impact. The CSR initiatives are conducted through Cyient Foundation. During the year, the company also set up a wholly owned subsidiary licensed under section 8 of the Companies Act, 2013, Cyient Urban Micro Skill Centre Foundation (CUMSCF) to cater exclusively to the skill development initiatives. An elaborate report on CSR is published elsewhere in this annual report. The CSR Annual Report is enclosed as Annexure ‘B.

14. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL None of the directors of the company are disquali ed under the provisions of the Companies Act, 2013 (‘Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided con rmations as contemplated under section 149(7) of the Act.

Appointments/Re-appointments

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. M. M. Murugappan, non- independent and non-executive Director retires by rotation and being eligible, o ers himself for re-appointment. During the year, Mr. M. M. Murugappan was re-designated as a Non-Executive, Non-Independent Director, w.e.f. 7 October 2018. On the recommendations of the Leadership, Nomination and Remuneration Committee, the Board appointed Mr. Vikas Sehgal, Ms. Matangi Gowrishankar and Mr. Vivek Gour, as Independent Directors of the Company with e ect from 17 October 2018, 25 April 2019 and 25 April 2019 respectively. Mr. Som Mittal is being proposed for re-appointment as Independent Director for a second term.

Mr. B.V.R.Mohan Reddy has been re-appointed as Executive Chairman of the Company w.e.f 25 April 2019 till 31 March 2020 and Mr. Krishna Bodanapu has been re-appointed as a Managing Director & CEO of the Company w.e.f 25 April 2019 for a period of five (5) years on the terms and conditions as recommended by the Leadership, Nomination and Remuneration Committee and approved by the Board of Directors of the Company in their meeting held on 25 April 2019, subject to the approval of shareholders. Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM. Mr. K. Ramachandran, Mr. John Paterson and Ms. Andrea Bierce will complete their respective terms as independent directors on the board of the company at the conclusion of the 28th AGM. The board thanks the directors for their contribution during their tenure.

Key Managerial Personnel

Mr. B.V.R. Mohan Reddy, Executive Chairman; Mr. Krishna Bodanapu, Managing Director & CEO; Mr. Ajay Aggarwal, CFO and Dr. Sudheendhra Putty, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), and

203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel during the financial year.

15. 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 corporate governance report, which forms part of the directors report.

16. NUMBER OF BOARD MEETINGS DURING THE YEAR During the year, six meetings of the board were held, the details of which form part of the report on corporate governance.

17. BOARD EVALUATION AND ASSESSMENT

The company believes that formal evaluation of the board and of the 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. In addition to greater board accountability, evaluation of board members helps in:

• More effective board processes

• Better collaboration and communication

• Greater clarity with regard to members roles and responsibilities and

• Improved Chairman - Managing Director - Board relations By focusing on the board as a team and on its overall performance, the company ensures that communication and overall level of participation and engagement also improves. In order to facilitate the same, the board undertook a formal board assessment and evaluation process during 2018-19. The board evaluation was performed after seeking inputs from all the directors and included criteria such as the board composition and structure, effectiveness of board processes, information and functioning as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 January 2017 and the amendments brought in SEBI (LODR) Regulations in 2018. The Leadership, Nomination & Remuneration Committee has overall stewardship for the process. The evaluation process covers the following aspects:

• Peer and self-evaluation of performance of directors

• Evaluation of the performance and effectiveness of the board

• Evaluation of the performance and effectiveness of Board Committees

• Evaluation of the performance of the Executive Chairman and the Managing Director & CEO

• Feedback on management support to the Board The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also sought feedback on board and committee charters, strategy, risk management and quality of discussion and deliberations at the board. The evaluation process also ensures the ful lment of independence criteria as specified in the applicable regulations and that the latter are independent of the management. The independent directors concerned do not participate in the evaluation process.

18. AUDITORS

Pursuant to Section 139 (2) of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014 made thereunder, it is mandatory for the Company to rotate its current statutory auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 008072S), on the completion of the maximum period of two terms of ve years each. Accordingly, based on the recommendations of the Audit Committee, the Board of Directors of the Company, at its meeting held on 17 January 2019, have recommended the appointment of M/s. S R Batliboi & Associates LLP (ICAI Firm Registration No. 101049W/E300004) as the statutory auditors of the Company, who will hold o ce for a period of ve consecutive years from the conclusion of the 28th Annual General Meeting of the Company scheduled to be held in the year 2019 till the conclusion of the 33rd Annual General Meeting to be held in the year 2024, subject to the approval of the shareholders of the Company. Accordingly, requisite resolution forms part of the notice convening the AGM.

19. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The statutory auditors report and secretarial auditors report do not contain any quali cations, reservations or adverse remarks. During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its O cers or Employees to the Audit Committee under section 143(12) of the Companies Act.

Report of the secretarial auditor is given as an annexure which forms part of this report (Annexure ‘C). Company also obtained the secretarial audit report for its subsidiary companies in India.

20. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details are enclosed as Annexure ‘E.

21. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is enclosed as Annexure ‘F.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, con rm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. 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 a airs of the Company at the end of the financial year and of the Profit of the company for that period; iii. 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; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Further, there are no quali cations, reservations or adverse remarks made by the Statutory Auditors/ Secretarial Auditors in their respective reports.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the standalone financial statements.

24. RELATED PARTY TRANSACTIONS

During the year none of the transactions with related parties were covered under the scope of section 188(1) of the Act. 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 as Annexure ‘G.

25. EXTRACT OF ANNUAL RETURN (MGT 9)

The extract of the annual return in Form MGT 9 as required under the provisions of section 92 of the Act is enclosed as Annexure ‘H.

The extract of the annual return of the company is also uploaded on the companys website at www.cyient.com/ investors.

26. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Directors Ratio to Median remuneration
B V R Mohan Reddy 131.86
Krishna Bodanapu 169.30
Independent Directors
K. Ramachandran 1.63
Som Mittal 1.63
John Paterson 4.88
Andrea Bierce 4.88
Vikas Sehgal* 1.63
Vinai Thummalapally 4.88
M.M. Murugappan (Non-Executive & 1.63
Non-Independent)

 

* Since this information is for part of the year, the same is not comparable. b. The percentage increase in remuneration of each director, chief executive o cer, chief financial o cer, company secretary in the financial year:

Directors, Chief Executive Officer, % increase in remuneration in
Chief Financial Officer and Company Secretary the financial year
B.V.R Mohan Reddy 8.00%
Krishna Bodanapu 8.30%
Ajay Aggarwal 21.70%
Sudheendhra Putty 10.40%

There is no change in the remuneration of Non-Executive Director compared with last year. c. The percentage increase in the median remuneration of employees in the financial year: 8.16% d. The number of permanent employees on the rolls of Company: 12,287 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 justi cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 8.16%. and the average annual increase managerial personnel 8.15%

f. A rmation that the remuneration is as per the remuneration policy of the Company:

The Company a rms remuneration is as per the remuneration policy of the Company. g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered O ce of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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

Your Company has always provided a safe and harassment free workplace for every individual working in its premises through various policies and practices. The company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your company has been actively involved in ensuring that the associates are aware of the provisions of the POSH Act and rights thereunder. During the year, the company conducted awareness campaigns at all locations in India

1. Held awareness sessions on a quarterly basis at all locations in India through speci c connect sessions by in-house women leaders and ‘ oor connect‘

2. Enhanced the Internal web portal – ‘also ensuredb more bonlineb and digitalb learning through dcafe for associates.

3. Have made POSH MODULE as Mandatory in the digital induction.

4. Nominated the POSH panel (across India locations) to attend related sessions on POSH being conducted by various organizations such as IWN, NHRD and CII for better understanding of the Act and its requirements

5. Nominated associates to attend women safety sessions.

6. Devised plan of action for financial year 2019.

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual

Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All associates of the company are covered under this policy. During the year, two cases were registered and both the cases have been closed within the stipulated time limits and in accordance with the law. There are no pending complaints either at the beginning or end of the financial year.

28. RISK MANAGEMENT

The board of directors has formed a risk management committee to identify, evaluate, mitigate and monitor the risk management in the company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. A comprehensive enterprise risk management mechanism has been put in place and the same is regularly reviewed.

A more detailed analysis of the risk management in the company is published in the management discussion and analysis report published elsewhere in the annual report.

29. CORPORATE GOVERNANCE

Your 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. Full details of the various board committees are also provided therein along with Auditors Certi cate regarding compliance of conditions of corporate governance is enclosed as Annexure ‘I.

30. DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available on the website of the Company (http://www.cyient.com/investors/corporate-governance).

Policy for determining material subsidiaries of the Company is available on the website of the Company ( h t t p : //w w w.c y i e n t .co m / i nve s to r s /co r p o r a te -governance).

Policy on dealing with related party transactions is available on the website of the Company(http://www. cyient.com/investors/corporate-governance).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the section 177(9) of the Act and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (http://www.cyient. com/investors/corporate-governance).

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

31. CEOs DECLARATION

Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Managing Director & CEO of the company declaring that all the members of the board and the senior management personnel of the company have a rmed compliance with the Code of Conduct of the company is enclosed as Annexure ‘J. The CEO/CFOfficerti cation to the board pursuant to Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed Annexure ‘K.

32. ACKNOWLEDGMENTS

The board of directors expresses its thanks to the companys customers, shareholders, vendors and bankers for their support to the company during the year. 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 A airs/Registrar of Companies, Securities and Exchange Board of India, the Stock Exchanges and others and look forward to their support in all future endeavours. Your directors wish to place on record their deep sense of appreciation for the committed services of the associates of the company at all levels.

For and on behalf of the Board
B.V.R. Mohan Reddy
Place: Hyderabad Executive Chairman
Date: 25 April 2019 (DIN-00058215)