Cyient Ltd Directors Report.

Dear Shareholders,

Your directors have pleasure in presenting their 27th Report on the business and operations of the company, for the financial year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS

Particulars

Consolidated

Standalone

2017-18

2016-17

2017-18

2016-17

Total Income

40,694

36,997

16,320

13,736

EBIDTA

6,873

5,704

5,671

3,617

Finance Cost

204

172

6

6

Depreciation

1,052

953

508

540

Exceptional item

50

261

(103)

201

Profit before Tax

5,567

4,318

5,260

2,870

Current Tax

1,493

927

1,285

601

Deferred Tax

(113)

118

(43)

(100)

Share of(loss)/profitin associate company

(160)

118

-

-

JointVenture

4

5

-

-

Non-controlling Interest

(23)

(42)

-

-

Profit after Tax

4,054

3,438

4,018

2,369

Basic Earnings per share ( )

36.00

30.55

35.69

21.05

Diluted Earnings per share ( )

35.85

30.53

35.54

21.03

Special Dividend per share ( )

-

2.50

-

2.50

Interim dividend paid (/Share)

9.00

3.00

9.00

3.00

Final dividend recommended (/Share)

4.00

5.00

4.00

5.00

Paid up Equity Share Capital

563

563

563

563

Reserves

22,876

20,610

20,051

18,259

2. STATE OF AFFAIRS/COMPANYS PERFORMANCE

On a consolidated basis, the revenue from operations for FY 2018 at 39,175 million was higher by 3,110 million over the last year. The profit for the year attributable to shareholders and non-controlling interests was 4,031 million, recording an increase of 635 million over FY 2017. The profit after tax attributable to shareholders of the company was 4,054 million, 17.92% higher than that of the previous year 3,438 million.

On a stand-alone basis, the revenue from operations for FY 2018 at 14,397 million, was higher by 24.07% over the last year 12,920 million in FY 2017. The profitforthe year was 4,018 million, registering a growth of 69.61% over the PAT of 2,369 million in FY 2017.

3. DIVIDEND

Your directors have recommended a final dividend of 4.00 per share (80%) on par value of 5.00 per share. During the year, the Companydeclared two Interim Dividends of 5.00 per equity share [100%] and 4.00

[80%]onparvalueof 5.00 per share on 12October2017and 18 January 2018 respectively. Total dividend (including dividend distribution tax) as a percentage of profit after tax were 47.21% as compared to 60% in the previous year. In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the company has formulated and published 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 4,018 million in its Profit and Loss Account.

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 2018, Your Company had liquid assets of 8,396 million as against 7,464 million at the previous year end. These funds

have been invested in short term 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 yearunder review.

7. SHARE CAPITAL

Your company has allotted 29,662 equity shares of 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 Stock Option Schemes of the company. In view of the above allotments, the outstanding shares of the company increased from 11,25,66,340 equity shares of 5.00 each to 11,25,96,002 equityshares of 5.00 each.

8. 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. has over 30 offices across the US and Canada, with over 1,800 associates sourced primarily from within country.

CI caters to a broad spectrum of clients, from Fortune 500 companies to small organizations and local, state, and federal government agencies. CI generates annual revenues of over US $260M working across 40 states and 6 Canadian provinces. Cl 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, Cl 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 in1999.

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 3 wholly owned subsidiaries. The oldest Cyient Benelux BV, based in Breda, the Netherlands provides support to our 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 Republic is the 3rd and newest subsidiary having been 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 November 2016 acquisition of BlomAerofilms 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 offices in Cheddar, Somerset, who have now been fully integrated into Cyients European operations.

The company is an ISO 9001 and ISO 27001 certified organization. Leveraging the global execution capability of its parent organization, it maintains client relationships and ensures efficient project management across Europe.

Cyient GmbH (CG)

Cyient GmbH offers 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 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, IT resources, CG provides high-quality services and solutions to the clients with offshore cost advantage and onsite project management. Growth in recent months has included an expansion of our Telecom Plan and Design services in Germany as well as of our semi-conductor design and verification business. We will be moving our offices from Leonberg to Stuttgart to reflect this growth and expansion.

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.

Cyient Australia Pty Limited (CAPL)

Established in 2014, Cyient Australia provides engineering design and network operations services to diverse industries to its Asia Pacific 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 Singapore Pte Limited (CSPL)

Established in 2015, Cyient Singapore is the South East Asia headquarters. 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 significant 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 significant, long-term potential particularly around Indian Defence offsets 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)

Cyient acquired Cyient DLM Pvt Ltd (erstwhile Rangsons Electronics Private Limited) in 2014. This is towards Cyients vision to provide a complete product life cycle solution (Design Led Manufacturing (DLM)) to our customers, as part of S3 strategy. Today CDLMPL is recognised as a market leader in High-Mix, High- Tech Electronic & Mechanical Manufacturing Services in Aerospace & Defense, Rail Transportation, Medical Technology, Telecom & Industrial business segments. CDLMPL possesses and maintains quality certifications 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 efficientdesigns, sourcing and production processes.

Effective April 01, 2017, Techno Tools Precision Engineering Private Limited, CDLMPLs wholly owned subsidiary, has been merged with its holding company, Cyient DLM Private Limited, pursuant to the order dated April 02, 2018from National Company LawTribunal.

Cyient Insights Private Limited (CIPL)

Cyient acquired a majority stake in Invati Insights Private Limited, Hyderabad, India in October 2014. The company was subsequently renamed Cyient Insights Private Limited.

Cyient Insights enables its customers to derive end to end business excellence and derive quantifiable 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, Energy & Natural Resources and marries it to its data science capability to execute projects.

Cyient Solutions and Systems Private Limited (CSSPL)

In April 2017, Cyient Solutions and Systems Pvt. Ltd. (CSS) was established to focus exclusively on business in the Indian Defence Sector. CSS underlines Cyients commitment to the Make in India initiative that reflects 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 offers exceptional value to the rapidly expanding market for UAV solutions in India.

Infotech Aerospace Services Inc. (IASI)

Established in 2003 in Puerto Rico, Infotech Aerospace Services Inc. provides engineering outsourcing and other professional services to Defense, Aerospace, and Power Generation Industries. IASI is an associate company between Cyient and Pratt & Whitney, a pioneer in flight technology.

IASI ceased to be an associate pursuant to the disinvestment of 49% stake in the entity with effect from 8 December 2017.

Infotech HAL Limited (IHL)

IHL aims to provide comprehensive solutions involving conceptual design, re-design and derivates of modules, systems and components, prototyping and supply of these through Manufacturing Programme Management. IHL offers design services in the field of aerospace, viz., aero thermo and mechanical design, structural, stress, thermal and rotor dynamic analysis, aeronautics, computational fluid dynamics, combustion studies, preparation of digital mock up, testing and analysis, control system design, development and software applications.

IHL is a joint venture between Cyient and Hindustan Aeronautics Limited. IHL delivers engineering as well

as aftermarket engineering and support services, i.e., technical publications, repair design, service bulletins, testing, performance analysis and maintenance monitoring in the aerospace domain.

IHL is well positioned to undertake work under offset program from various original equipment manufacturers.

A statement showing the contribution of each subsidiary has been published as part of consolidated financial statements. Further, pursuant to the provisions of section 129 (3) of the Act, a statement showing the salient features of the financial statements of the subsidiaries in Form AOC-1 is published elsewhere in the report.

9. QUALITY

The company is committed to creating and delivering engineering services and solutions that exceed customer expectations and enhance the level of business profitability.

The companys quality implementation efforts 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 13485:2003, ISO 22163: 2017 (IRIS), TL 9000 R 5.5, ISO 14001:2015, BS-OHSAS 18001-2007 and CMMI-DEV Version 1.3 Level 5. Quality policy and objectives are mentioned elsewhere in the annual report.

10. 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.

11. CORPORATE SOCIAL RESPONSIBILITY

The 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 the needs of all stakeholders. The companys CSR initiative goes beyond charity and believes that as a responsible company it should take into account its impact on society as much as designing tomorrow together. The CSR initiatives are conducted through Cyient Foundation. The CSR Annual Report is enclosed as Annexure B.

12. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

None of the directors of the company is disqualified 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 confirmations as contemplated under section 149(7) of the Act.

Appointments/Re-appointments

Pursuant to the provisions of section 152 of the Act, read with applicable rules and regulations there under, Mr. B V R Mohan Reddy (DIN: 00058215) retires by rotation at the ensuing Annual General Meeting (AGM) and offers himself for re-appointment.

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 who are proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

Mr. Tom Prete and Mr. Harsh Manglik did not offer themselves for reappointment. Your directors appreciate their valuable contribution to the company during their tenure.

Amb. Vinai Thummalapally was appointed as Independent Directoratthe 26th AGM held onl3July2017.

Apart from the above, there has been no change in the key managerial personnel during the year.

13. 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 this report.

14. NUMBER OF BOARD MEETINGS DURING THE YEAR

During the year, 4 meetings of the board were held, the details of which form part of the report on corporate governance.

15. BOARD EVALUATION AND ASSESSMENT

Board evaluation processes, including in relation to the chairman, individual directors and committees, constitute a powerful and valuable feedback mechanism to improve board effectiveness, maximise strengths and highlight areas for further development. 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 improves.

In order to facilitate the same, the board undertook a formal board assessment and evaluation process during 2017-18. 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 oflndia on 5 January 2017.

The Leadership, Nomination & Remuneration Committee has overall stewardship for the process. The evaluation process covers the following aspects:

• Peer and self-evaluation of Directors

• Evaluation of the performance and effectiveness of the board

• Evaluation of the performance and effectiveness of Board Committees

• Feedback from the Non-Executive Directors to the Chairman, and

• Feedback on management support to the Board

The evaluation process elicited 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 Lead Independent Director provides feedback to the Executive Chairman. The same is discussed and acted upon accordingly at the board.

16. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Deloitte Haskins & Sells, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the 23rd AGM of the company held on 17 July 2014 till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. Accordingly, requisite resolution forms part of the notice convening the AGM.

17. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditors report and secretarial auditors report do not contain any qualifications, reservations or adverse remarks.

Report of the secretarial auditor is given as an annexure which forms part of this report.

18. EMPLOYEE STOCK OPTION PLANS

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

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

The details are enclosed as Annexure E.

20. MANAGEMENT DISCUSSION & ANALYSIS

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

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, (the Act) the board of directors, to the best of their knowledge and ability, confirm 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 affairs of the Company at the end of the financial year and of the profitof the companyforthat 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 qualifications, reservations or adverse remarks made by the Statutory Auditors/ Practising Company Secretary in their respective reports.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

23. RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls 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.

24. EXTRACT OF ANNUAL RETURN (MGT 9)

Theextractof theannual 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 hosted on the companys website at www.cyient.com/ investors/financial-information/

25. 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

129.59

Krishna Bodanapu

165.88

Independent Directors
M.M. Murugappan

1.73

K. Ramachandran

1.73

Som Mittal

1.73

John Paterson

5.18

Andrea Bierce

5.18

Vinai Kumar Thummalapally

5.18

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, ChiefExecutive Officer, ChiefFinancial Officerand CompanySecre-

% increase in remuneration in

tary

the financialyear

B. V. R. Mohan Reddy

44.2%

Krishna Bodanapu

52.4%

Ajay Aggarwal

53.3%

Sudheendhra Putty

20.3%

c. The percentage increase in the median remuneration ofemployees in the financial year: 8%

d. The number of permanent employees on the rolls of Company: 11,677

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 8% in India. The individual increments varied from 2% to 20%, based on individual performance.

Employees outside India received wage increase varying from 1 % to 4.50%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individuals performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(Amount in Million)

Aggregate remuneration of key managerial personnel (KMP) inFY18

49

Revenue

14,397

Remuneration of KMPs (as % of revenue)

0.3%

Profit before Tax (PBT)

5,260

Remuneration of KMP (as % of PBT)

0.9%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

March 31, 2018*

March 31, 2017

% of change

Market Capitalization ( Million)

78,237

52,467

49.12%

Price Earnings Ratio

19.47

22.14

-12.07%

*28 March 2018was the last trading dayfor FY 2017-18

h. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate atwhich the Company came outwith the last public offer:

Particulars

March 31, 2018

IPO date

IPO Price

Adjusted IPO price by considering CA*

% of change

Market Price (BSE)

688.80

September 25, 1997

87.7

7.31

9325%

Market Price (NSE)

694.85

September 30, 1998

124.3

10.36

6608%

* Adjusted for 1:1 bonus issue in 2002 and 2010

* Sub divided 1 share of 10 into 2 shares of 5 in 2006

* One bonus share issue for every 2 shares of 5 each in2006

i. 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 andjustification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 7%. However, during the course of the year, the total increase is approximately 7%, after accounting for promotions and other event based compensation revisions.

Increase in the managerial remuneration for the year was 49%

j. Comparison of remuneration of the key managerial personnel against the performance of the company:

(Amount in Million)

Particulars

B.V.R. Mohan Reddy Executive Chairman

Krishna Bodanapu MD & CEO

Ajay Aggarwal Chief Financial Officer

Sudheendhra Putty Company Secretary

Remuneration

75

96

23

3

Revenue

14,397

Remuneration as % of revenues

0.52%

0.67%

0.16%

0.02%

Profit before Tax (PBT)

5,260

Remuneration (as % of PBT)

1.43%

1.83%

0.44%

0.06%

k. The key parameters for any variable component of remuneration availed by the directors:

The members of the company vide postal ballot in October 2014 approved payment of commission to the non-executive directors within the ceiling ofl% of the net profits of the companyas computed underthe applicable provisions of the Act. The said commission is decided each year by the board of directors, based on the recommendations of Leadership, Nomination & Remuneration Committee and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m. Affirmation thatthe remuneration is as perthe remuneration policy of the Company:

The company affirms that the remuneration is as per its remuneration policy.

n. 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 provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure 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.

o. 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 there under.

During the year, the company:

1. Conducted awareness campaigns at all locations in India

2. Held awareness sessions on a quarterly basis at all locations in India through specific connect sessions by in-house women leaders and floor connect

3. Enhanced the Internal web portal - Dcafe with videos and animated visuals for better understanding of POSH among associates. Approximately 60% of the associates have accessed the portal

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

5. Registered one case under the POSH Act (At Kakinada location)

Both the cases have been closed within the stipulated time limits an in accordance with the law

6. 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

7. Nominated associates to attend women safety sessions (One session as part of women leadership programme) organized by IWN in March 2017

8. Devised plan of action for financial year 2018.

26. 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.

27. CORPORATE GOVERNANCE

The corporate governance framework in the company ensures that we make timely disclosures and share accurate information regarding the financials and performance, as well as disclosures related to the leadership and governance of the company. The company believes that an active, well-informed and independent board is necessary to ensure the highest standards of 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 SEBI (LODR) Regulations, 2015 is published elsewhere in the report. The auditors certificate regarding compliance of conditions of corporate governance is annexed as Annexure I.

28. 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 (http://www.cyient.com/investors/corporate- 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 associates 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 the SEBI (LODR) Regulations, 2015 (http://www.cyient.com/ investors/corporate-governance).

Pursuant to the provisions of Regulation 17 of the SEBI (LODR) 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 affirmed compliance with the Code of Conduct of the company is enclosed as Annexure J.

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015 is enclosed as an Annexure K.

29. 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 Affairs/Registrar of Companies, Securities and Exchange Board of India, the Stock Exchanges, the Depositories and others and look forward to their support in all future endeavors.

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

Executive Chairman (DIN-00058215)

Place : Hyderabad Date : 19April 2018