Cyient Ltd Management Discussions

Industry Outlook

Global Economic Environment

The global economic landscape in FY25 was shaped by a complex interplay of persistent macroeconomic challenges and moderate resilience. Global GDP growth settled at 3.2%, reflecting a cautiously optimistic sentiment buoyed by easing inflation and measured shifts in monetary policy. Despite , and the rationalization of efficiency, operational profitabilit these positive indicators, a confluence of factors including geopolitical instability, constrained credit availability, and continued supply chain recalibrations continued to remain as challenges for sustained economic momentum.

Within this macroeconomic context, Cyients Digital, Engineering, and Technology (DET) segment encountered systems considerable in-year headwinds across several business units, which translated into a subdued revenue performance and consequently into an impact on in-year profitability. managed to mitigate some of these headwinds with our proactive cost control and operational At the same time, Cyient DETs disciplined approach to cash management ensured yet another year of outstanding free cash flow generation, amounting to 132% of net profits.

As the company looks forward to FY26, Cyient DET maintains a cautious yet optimistic outlook. While macroeconomic uncertainty continues to linger, the gradual easing of financial conditions and the increasing momentum behind enterprise digital transformation initiatives are expected to create favourable conditions for growth. Over the past year, we have proactively addressed internal challenges and strengthened our foundational capabilities—investments that are poised to deliver long-term value. Cyient is now strategically positioned to capitalize on emerging opportunities through an intensified focus on customer centricity, expansion of key accounts, and the delivery of high-impact digital engineering solutions powered by scalable and platform-driven approaches.

The companys FY26 priorities include:

• Deepening client engagement in key verticals through co-innovation products, • Expanding investments in AI, software defined and cloud native engineering

• Strengthening global delivery and talent capabilities to support long-term scalability

The company enters FY26 with a solid foundation and a clearly articulated roadmap designed to accelerate value creation for our customers and stakeholders through innovation, agility, and executional excellence.

Engineering, Research & Development (ER&D) Outlook

The Engineering, Research & Development (ER&D) industry is projected to grow at a steady pace of approximately 4 5% in FY26. Although macroeconomic pressures continue to influence enterprise expected to maintain a strategically cautious stance prioritizing discretionary expenditures.

The primary growth impetus in the year ahead will stem from the deepening integration of digital technologies across product development and operational ecosystems. As software increasingly become embedded throughout defined the engineering value chain, organizations are placing greater emphasis on scalable, integrated platforms that offer both y. The wide spectrum of technology flexibility and inefficiencies for reliable technology led engineering partners who can bridge measures. this gap with bespoke solutions for the industries.

Investment activity is expected to remain strong in high-impact technology areas such as Digital Engineering, Artificial Intelligence (AI) and Industry 4.0 frameworks targeted towards the convergence of operational technology and information technology domains. These areas will play a critical role in helping enterprises enhance customer experiences, reduce time-to-market, and maintain competitive advantage in an increasingly dynamic and fast-evolving global landscape. As the ER&D landscape continues to evolve, Cyient remains deeply committed to supporting its customers innovation agendas through its domain centric approach, digital engineering expertise, and proven track record of delivering scalable and transformative solutions.

Business Unit Outlook

Transportation

The commercial aerospace sector continues its post-pandemic recovery trajectory in 2024 as well. As per IATA, the total full year traffic for 2024 was 10.6% higher than for 2023 with key industry indicators such as scheduled flight volumes, revenue per passenger mile and overall load factor surpassing pre-COVID benchmarks. The traffic is expected to grow at a healthy rate of 8% in 2025 re-emphasizing the realism in the aircraft orders placed with OEMs in the recent past. The aircraft OEMs continue to focus on addressing delivery backlogs, while Maintenance, Repair, and Overhaul (MRO) providers scale operations to support expanding fleets.

Simultaneously, the defence segment is experiencing a marked uptick in investment, driven largely by heightened geopolitical uncertainties that are reshaping national security priorities across multiple regions.

Despite this momentum, the industry continues to grapple with persistent challenges, including supply chain disruptions, skilled workforce shortages, and extended lead times. In response, aerospace and defence companies are accelerating the deployment of digital technologies and advanced automation tools to enhance operational throughput, improve turnaround times, and strengthen supply chain resilience all of which are critical to driving profitability and speed-to-market.

Cyients robust positioning across the aerospace value chain from initial design through manufacturing to aftermarket support remains a core competitive advantage. This experience, along with security cleared Cyient facilities, allows for a comprehensive approach to supporting defense initiatives. The companys diversified customer across the original equipment manufacturers (OEMs) and MRO service providers, further reinforces its market resilience. Additionally, Cyients capability in Build to Specification (B2S) is gaining significant traction within the aerospace sector, allowing for bespoke solutions tailored specific needs to of our customers. This trend not only enhances innovation but also reinforces Cyients positioning as a partner capable of delivering precise and high-value engineering solutions. Moving into FY26, Cyients growth strategy for commercial and defense aerospace sector will pivot on accelerating digital transformation initiatives, driving product innovation, B2S and expanding aftermarket services.

Sustainability

Throughout FY25, global momentum toward energy transition remained strong, with governments, industries, and communities aligning their efforts to meet ambitious climate objectives including the goal of tripling global clean energy capacity by 2030. This paradigm shift has sustained significant investment in areas such as grid modernization, digital infrastructure, electrification, and the integration of renewable energy sources into traditional energy systems.

Cyients Sustainability Business Unit is well positioned to support this transformation, offering comprehensive capabilities that span sustainability advisory, plant engineering, intelligent grid modernization, and asset performance optimization. These offerings allow Cyient to create tangible value for clients navigating the dual imperatives of decarbonization and operational excellence. commitment to To further sharpen its strategic focus and accelerate delivery outcomes in this expansive domain, Cyient has restructured the Sustainability Business Unit into three specialized verticals: Energy, Mining & Minerals, and Utilities. This new organizational structure enhances agility and ensures greater alignment with the evolving needs of clients across the sustainability spectrum.

The global energy demand is expected to increase by 20-30% by 2035 driven primarily by the growth in electricity consumption across the spurt in data centres, EVs and green hydrogen generation. The increase in demand is expected to be fulfilled largely by conventional fuel types who today support about 2/3rds of the global demand, while renewable energy types and alternative energy technologies continue to cement their demand fulfilment profile. This sharp rise in energy demand will continue to be coupled with the global urgency from sovereigns to bridge energy deficit strengthen energy security as a posture for economic growth and resilience.

base, spanning Cyients deep expertise in providing end-end technology led engineering solutions across conventional, renewable, nuclear and alternative fuel sources, along with its diversified geographic presence, uniquely positions the company to help clients achieve their energy objectives while simultaneously enhancing efficiency, resilience, and long-term value.

Connectivity

In FY25, the communications sector continued to face the challenges from the sudden spike in capital interest rates, that constrained capital expenditure across critical infrastructure areas including fiber optics, wireless technologies, 5G networks, and private telecommunications systems.

Nevertheless, large-scale government programs such as the

Broadband Equity, Access, and Deployment (BEAD) and Rural Digital Opportunity Fund (RDOF) initiatives are expected to catalyse infrastructure development, particularly in underserved and rural regions across the United States.

Although FY25 showed early signs of recovery following a challenging FY24, growth in the latter half of the year was dampened by renewed geopolitical tensions and macroeconomic uncertainty, particularly affecting performance in the third and fourth quarters.

Despite these confident in the headwinds, Cyient remains long-term potential of its Connectivity Business Unit. The company continues to focus on strengthening its digital and transformational capabilities, with a view to enabling clients to modernize their network infrastructure and achieve scalable, future-ready outcomes though improved operational innovation and performance. With a firm customer success, Cyient is well-equipped to drive sustained growth in this space over the medium to long term.

New Growth Areas

Semiconductors

Despite the cyclical challenges faced by the semiconductor industry in FY25, Cyients strategic commitment to this high growth sector remains resolute. Given the significant of the semiconductor space which is projected to become a $1 trillion global industry by 2030, Cyient took a decisive step forward by establishing Cyient Semiconductors Private Limited as a standalone subsidiary.

This initiative is fully aligned with Indias national ambition of building a $100 billion semiconductor ecosystem, as outlined by the Indian Electronics and Semiconductor Association (IESA). Cyient Semiconductors is structured to capture emerging opportunities across the value chain, focusing on the development of turnkey ASIC solutions tailored to fast evolving sectors such as high-performance computing, artificial intelligence, Industry 4.0, robotics, communications, healthcare, and automotive.

With a legacy of more than 40 delivered turnkey silicon solutions in areas such as power management, RF design, and signal processing, Cyient brings deep technical expertise to the chip design space. The company is uniquely equipped to support clients across the entire product lifecycle from initial design and prototyping to final silicon production and delivery.

To lead this critical growth area, Cyient appointed Mr. Suman Narayan as CEO of Cyient Semiconductors. With his extensive experience in the global semiconductor industry, Mr. Narayan is well positioned to guide the company through its next phase of growth and innovation.

Cyient has committed significant capital to this initiative and to support talent-intensive R&D efforts. These investments will focus on building customized chip solutions to address diverse industry requirements and deliver superior performance outcomes tailored to each clients strategic goals.

Automotive

While the global automotive industry experienced a general slowdown in FY25, Cyients automotive business achieved steady growth, given our differentiated and power-train agnostic offerings focussed on software definedvehicles. The company continued to support leading OEMs particularly in Europe and North America through high value solutions in embedded systems, power electronics, and digital validation.

Looking ahead, Cyient anticipates continued momentum in this sector, driven by increasing EV adoption, the rise of software-defined vehicles, and the growing emphasis on connected mobility solutions. With a clear focus on innovation and digital enablement, the company remains well-positioned to serve the evolving needs of global automotive clients.

Healthcare and Life Sciences

FY25 marked a significant transformation in Cyients healthcare and life sciences business, with the organization reorienting its core offerings into three strategic pillars: Product to Platform, Legacy Product Modernization & Enterprise Solutions, and potential QARA Acceleration. This redefined structure reflects the growing need for healthcare clients to simultaneously manage new product innovation and modernization of legacy systems.

All three pillars experienced strong growth during the year, as clients responded to the increasing complexity of healthcare technologies, the surge in smart medical device adoption, and the demand for greater digital integration.

Looking ahead to FY26, Cyient expects this momentum to continue, fuelled by rising global healthcare needs, expanding digital health ecosystems, and ongoing innovation in patient centric technologies. As one of the most rapidly evolving industries, healthcare is increasingly turning to digital transformation to manage costs, improve outcomes, and enhance the overall patient journey.

Cyient will continue to drive differentiated value across its three strategic pillars, with a strong emphasis on emerging technologies including artificial intelligence to develop smarter products, streamline operations, and help clients meet the next generation of healthcare challenges with confidence.

Key Risks and Mitigation Strategies

Risk	Risk Description	Risk Mitigation
Geo-political Risks	Regional tensions across Europe, Middle East and the potential tariff escalations continue to pose uncertainties in	1. Continuous monitoring and evaluation at the Board level.
	demand cycle, supply chain efficiency and capital and infrastructure upgrade plans of our customers.	2. Cyients local leadership and presence across key regions lends a good degree of agile and regional context for effective decision making to mitigate and manage risks
		3. Prudent and pragmatic approach adopted by Board and Management towards capital allocation and investments

 

Recessionary Pressures	Economic downturns can lead to increased interest rates, inflation, energy and labor costs, supply chain delays, and geopolitical instability, adversely affecting operations.	Implementation of Business Continuity Plans, prudence in investments and cost allocations, stakeholder communications, remote infrastructure, and innovative hiring and delivery deployment strategies.
Technology Disruption	Advancements in digital and technology areas such as AI solutions could disrupt existing service offerings.	1. Monitoring by Board and evaluating investments in technology/digital related investments
		2. Dedicated office of CTO to help identify and assess such impacts and implement mitigative approaches to augment Cyients value proposition as a technology led engineering partner
		3. Focused approach to development of technology offerings and solutions in line with market and customer requirements and accentuating Cyients strengths.
Currency Fluctuations	Exchange rate volatility can materially and adversely impact operational results.	Utilization of long-term cash flow hedges and internal risk evaluations.
Inflation Risk	Unanticipated inflation can reduce the real value of investments, assets, and income.	Incorporating inflation premiums and hedges into contracts and adjusting for cash flows.
Attrition Risk	Losing talent across various organizational levels can impact operations.	Focusing on employee engagement, retention, development, and compensation strategies.
Customer & Segment Concentration	High dependency on specific industries and top clients increases vulnerability.	Continuous monitoring of Management and the Board on the top customer and industries impact.
		Continuous assessment of risks and identification of mitigative actions to enable diversified client and industry base.

Shareholder Value Creation

As a result of our significant growth in revenue and profit the last five years:

The Group has demonstrated significant value creation its investors over the last five years translating to a market cap expansion from 25,216 Mn at end of FY20 to 140,453 Mn at the end of FY25.

The dividend payout has substantially improved from 25% in FY14 to 45% in FY 25.

The Group has achieved significant growth in the free cash flow (FCF) generation capabilities of the business with an increased focus on receivables management, working capital management, and tax optimization and generated the FCF at 6,878 Mn in FY25 representing a healthy and best-in-class conversion of 105% of PAT.

Revenue Growth

The Group revenue has doubled and quadrupled over the last 7 and 12 years respectively demonstrating the resilient and relevant proposition amongst its clients across a wide portfolio of segments and geographies. During the year, the Group revenue has witnessed a growth of 1.5 % in US $ constant currency terms and 3% in rupee terms.

The Digital, Engineering & Technology (DET) segment has witnessed a de-growth of 3% in US $ constant currency terms and 1.6% in rupee terms, driven primarily by the prevalent geo-political and macro-economic uncertainties. While the uncertainties continue to linger for the near term, the gradual easing of financial conditions and the increasing momentum behind enterprise digital transformation initiatives are expected to create favorable conditions for growth. Cyient is strategically well-positioned with its diversified portfolio, offerings and geographical presence to capitalize on these emerging opportunities and drive sustainable growth in the medium-long term.

DLM segment has witnessed a growth of 24.6% in US $ constant currency terms and 27.6% in rupee terms. The revenue for the Company is driven by a focus on a well-diversified geography portfolio.

Revenue by Geography

During FY25, the Group delivered a growth of 7% in the North America region, a de-growth of 9.4% in the EMEA region, and 3.5% growth in the Asia Pacific, including the India region in $ terms.

Revenue by Operating Segments

Segment information is presented with the "consolidated financial statements" as permitted under the Ind AS 108 "Operating Segments". The Chief Operating Decision Maker

("CODM") reviews the business as three operating segments

- "Digital, Engineering & Technology" (hitherto referred to as "Services"), "Design Led Manufacturing" (DLM) and "Others".

Effective April 1, 2023, considering the IPO of Cyient DLM Limited, the Group has reorganized its business units. Consequent to such change, the Aerospace Parts division of Cyient Defense Services Inc., USA, which hitherto was reported in the DLM segment is now included in the Digital,

Engineering & Technology segment and Cyient Solutions and Systems Private Limited and Aerospace Tooling division of Cyient Defense Services Inc., USA, which hitherto were reported in the DLM segment are now included in the Others, consistent to the manner in which the CODM reviews the business.

The Digital, Engineering & Technology segment includes Transportation, Connectivity, Sustainability and NGA (New Growth Areas such as HiTech, Automotive, Semicon and business and

Medical Technologies) while the Digital, Embedded Solutions are across all the Business Units.

The DLM segment includes Cyient DLM Limited. The DLM segment is engaged in the business of manufacturing and providing "Electronic Manufacturing Services".

Others include Cyient Solutions and Systems Private Limited and Aerospace Tooling division of Cyient Defense Services Inc., USA.

During the year, the DET segment has witnessed a de-growth of 1.6% in rupee terms, and the DLM segment has seen a growth of 27.6% in rupee terms.

During the year, the Company has initiated the launch and carveout of its semiconductor business as a fully owned subsidiary Cyient Semiconductors Private Limited (CSPL), with the focused objective to explore and exploit the significant opportunities in the semiconductor sector. As approved by the Board of Directors on March 31, 2025, the Company has commenced carveout of its global semiconductor business through the transfer of net assets, contracts and employees from the Group companies in India, USA, Germany, Belgium, and Taiwan to CSPL and its subsidiaries, with necessary agreements to be executed in due course of time.

Better Customer Mining

The Group continues to stress improving revenue per customer by focusing on strategic customers and generating more up-sell and cross-sell opportunities. The contribution from the top customers in FY25 has been lower than previous years given the evolving and variable demand cycles and cash spends across Cyients key customers at the back of the prevalent macro-economic and geo-political uncertainties across the segments.

The below chart depicts the contribution of revenue from the top 20 customers over the last five financial segment:

Profits Trend

During the year, profits have decreased due to:

The decrease in DET PAT is driven primarily due to YoY drop in revenue, partially mitigated by cost optimization and headwinds in unrealized forex items.

The increase in DLM PAT is driven by volume increase and new acquisition.

Free Cash Flow (FCF) Generation

The Group has achieved significant cash flow (FCF) generation.

In FY25, the Group generated FCF of 6,878 Mn as against 6,479 Mn in FY 24. The Groups FCF to PAT conversion is 105% in FY 25 to 92% in FY 24, due to its continued focus on of cash collection and prudent working capital management.

Days Sales Outstanding

The Group has delivered Days Sales Outstanding (DSO) of 86 days as of March 31, 2025 and 83 days as of March 31, 2024, primarily driven by increase in DSO in DLM segment .

Tax Rate

The effective tax rate of the Group has increased from 23.5% in FY24 to 25.9% in FY25, on account of certain one-time tax benefits availed in the previous financial year, change in the profit and tax rate of subsidiaries operating in various jurisdictions and capital gains tax on account of equity stake sale in Cyient DLM Limited in FY 25.

Capital Expenditure

The Group has incurred capital expenditure of 1,021 Mn in FY 25 (1.4% of the total revenue), as compared to 782 Mn in FY 24. (1.1% of the total revenue).

Net Worth

The net worth of the Group has grown at 17.6% CAGR in the last six years from 25,577 Mn to 57,604 Mn. It is mainly attributed to the profitablegrowth over the years, driven by organic and inorganic initiatives.

Return to investors

The dividend payment trend of the Group has improved substantially in the last five years from 17 per share in FY 21 to 26 per share in FY 25.

The highest-ever dividend of 30 per share was declared in FY24.

The dividend payout for the Company stands at 45% in FY25 (FY24: 45%)

Market Capitalization

The Companys market capitalization has grown from 25,216 Mn in FY20 to 140,453 Mn in FY25.

Financial Performance for the Year 2024-25 (Consolidated)

This part of the Management Discussion and Analysis refers to the consolidated financial results of Cyient Limited Company") and its subsidiaries, associate and joint venture, referred to as "the Group." The discussion should be read in conjunction with the consolidated financial statements and related notes to the consolidated accounts of Cyient Limited for the year ended March 31, 2025.

Consolidated Financial Results

	For the year ended		For the year ended
	March 31, 2025		March 31, 2024
Particulars	Mn	% of Revenue	Mn	% of Revenue
Income
Revenue from contracts with customers	73,604	100%	71,472	100%
Other income	966	1.3%	659	0.9%
Total income	74,570		72,131
Expenses
Employee benefits expense	36,899	50.1%	35,120	49.1%
Cost of materials consumed	11,357	15.4%	9,893	13.8%
Changes in inventories of finished goods, stock-in-trade and work in progress	33	0.0%	(235)	(0.3%)
Operating, administration and other expenses	13,882	18.9%	14,342	20.1%
Finance costs	928	1.3%	1,160	1.6%
Depreciation and amortisation expense	2,672	3.6%	2,667	3.7%
Total expenses	65,771	89.3%	62,947	88.1%
Profit before tax (before share of profit/(loss) from joint venture and associate)	8,799	12.0%	9,184	12.8%
Share of loss from Joint Venture and associate	(49)	(0.1%)	-	-
Profit before tax	8,750	11.9%	9,184	12.8%
Tax expense	2,267	3.1%	2,156	3%
Profit after tax	6,483	8.8%	7,028	9.8%
Share of non-controlling interest	326	0.4%	200	0.2%
Net Profit attributable to the shareholders of the Company	6,157	8.4%	6,828	9.6%

ANALYSIS

Revenue

During FY 25, the Group revenue grew by 3% in rupee terms and by 1.5% in US $ constant currency terms as compared to FY 24.

The Digital, Engineering & Technology (DET) segment has witnessed a de-growth of 1.6% in rupee terms and 3% in US $ constant currency terms.

The DLM segment has witnessed a growth of 27.5% in rupee terms and 24.6% in US $ constant currency terms.

Other income

Other income for FY25 was 966 Mn as compared to 659 Mn in FY24. Increase is due to the following reasons:

Treasury income is higher by 220 Mn due to effective utilization of surplus cash received on dilution of 14.5% equity stake in Cyient DLM Limited during August 2024.

• Increase on account of net movement in fair valuation of financial assets and financial liability in FY 25 by 189 Mn.

Employee benefits expense

Employee benefits expense includes salaries that have fixed and variable components, contributions to retirement and other funds, and staff efficient welfareexpenses.

Employee benefits expense as a percentage of the revenue from operations stands at 50.1% for FY25 compared to 49.1% in FY24. In value terms, employee benefits expense has increased by 1,779 Mn in FY25 compared to FY24 due to an increase in headcount globally (from 15,461 on March 31, 2024, to 15,807 on March 31, 2025) and annual salary hikes.

Operating, Administration, and Other Expenses

	For the year ended March 31, 2025		For the year ended March 31, 2024
Particulars	Mn	% of revenue	Mn	% of revenue
Rent	199	0.3%	189	0.3%
Travelling & Conveyance	1,320	1.8%	1,410	2.0%
Subcontracting charges	5,216	7.1%	5,668	7.9%
Repairs and maintenance	2,379	3.2%	2,458	3.4%
Other expenses	4,768	6.5%	4,617	6.5%
Total	13,882	18.9%	14,342	20.1%

Subcontracting charges marginally decreased as a percentage of revenue.

• Repairs and maintenance expense and Travel expenses are in line with the business requirements.

Other expenses remained constant at 6.5% of revenue.

Finance costs

Finance costs have marginally decreased from 1.6% in FY 24 to 1.3% in FY 25 as a percentage of revenue. The Company throughits framework, has managed to retire its long-term debts through FY25 in DET segment.

Depreciation and amortization expense

During FY 25, depreciation and amortization expense has marginally increased by 5 Mn from 2,667 Mn (3.7% of revenue) in FY 24 to 2,672 Mn (3.6% of revenue) in FY 25.

Tax Expense

The Groups effective tax rate has increased from 23.5% in FY24 to 25.9% in FY25 due to certain one-time tax benefits availed in the previous financial year change in the profit and tax rate of subsidiaries operating in various jurisdictions and capital gains tax on account of equity stake sale in Cyient DLM Limited in FY 25.

Net profit attributable to the shareholders

The net profit stands at 6,157 Mn for FY25 as compared to 6,828 Mn in FY24.

Decrease in the net profit of 671 Mn in FY 25 as compared to

FY 24 is attributable to the following reasons:

Decrease in DET revenue by 1.6% offset with an increase in DLM revenue by 27.5%

Increase in profit attributable to non-controlling interests of Cyient DLM Limited due to equity stake sale of 14.5% in August 2024.

Share of loss accounted in FY 25 from its investment in associate, Azimuth Inc. made in November 2024.

Consolidated Balance Sheet as at March 31, 2025

Particulars	As at March 31, 2025	As at March 31, 2024
EQUITY AND LIABILITIES
Shareholders funds
- Share capital	555	555
- Reserves and surplus	57,049	45,014
Total - Shareholders funds (Including non-controlling interest)	57,604	45,569
Non-current liabilities
- Long-term borrowings	982	2,783
- Lease liabilities	2,072	2465
		Annual Report 2024-25 : 139

 

Particulars	As at March 31, 2025	As at March 31, 2024
- Other financial liabilities	107	4
- Long-term provisions	1,746	1,795
- Deferred tax liabilities (net)	734	839
Total - Non-current liabilities	5,641	7,886
Current liabilities
- Short-term borrowings	1,156	1,743
- Lease liabilities	924	885
- Trade payables	3,934	5,001
- Other current liabilities	6,332	7,808
- Short-term provisions	1,355	1,144
Total - Current liabilities	13,701	16,581
TOTAL - EQUITY AND LIABILITIES	76,946	70,036
ASSETS
Non-current assets
- Property, plant and equipment (including ROU & intangible assets)	12,036	>12,146
- Goodwill	18,040	16,692
- Investment accounted for using the equity method	563	-
- Non-current investments	2,798	3,598
- Deferred tax assets (net)	861	752
- Other non-current assets	1,193	1,257
Total - Non-current assets	35,491	34,445
Current assets
- Inventories	5,766	4,676
- Current investments	1,654	758
- Trade receivables	14,067	12,617
- Cash and bank balances	13,142	9,835
- Other assets (including contract assets)	6,826	7,705
Total - Current assets	41,455	35,591
TOTAL ASSETS	76,946	70,036

Share capital

The Company has only one class of shares equity shares with a par value of 5 each. The Authorized share capital of the Company was 280,000,000 equity shares.

Reserves and Surplus

Reserves and surplus increased from 45,014 Mn as of March 31, 2024, to 57,049 Mn as of March 31, 2025, primarily due to sale profit proceeds of 8,739 Mn attributable to the Company and non-controlling interest.

IPO of Cyient DLM Limited

During the previous year ended March 31, 2024, the Company had diluted 33.33% of its stake (i.e., on June 06, 2023 -7.16% and July 10, 2023 -26.18%) in Cyient DLM Limited (‘DLM) thereby decreasing its ownership interest from 100.00% to 66.67%.

During the year ended March 31, 2025, the Company has further diluted 14.50% of its stake (i.e. on August 21, 2024) thereby decreasing its ownership interest from 66.67% to 52.17% and has opted to measure the non-controlling interests at proportionate share of the value in net assets. This reduction has not resulted in loss of control for the Group. Non-controlling interest share in Cyient DLM Limited as at March 31, 2025 was 4,541 Mn (March 31, 2024 - 3,020 Mn)

Borrowings

The non-current borrowings decreased from 2,783 Mn as of March 31, 2024, to 982 Mn as of March 31, 2025, due to net repayment of 1,801 during the year. Repayment includes both scheduled repayment and pre-closure of loans. The current borrowings decreased from 1,743 Mn as of March 31, 2024, to 1,156 Mn as of March 31, 2025, due to net repayment of 587 Mn during the year.

Trade payables

Trade payables consist of payables toward the purchase of goods and services and stood at 3,934 Mn as of March 31, 2025 ( 5,001 Mn as of March 31, 2024).

This includes payables to micro and small enterprises of 84 Mn as at March 31, 2025 ( 106 Mn as of March 31, 2024).

Property, plant, and equipment (including intangible assets)

Mn

Particulars	As at March 31, 2025	As at March 31, 2024
Property, plant and equipment	4,462	4,481
Other intangible assets	3,839	4,632
Intangible assets under development	558	418
Right-of-use assets	3,271	2,770
Capital work-in-progress	16	27
Total	12,146	12,328

Movement in Property, plant and equipment is explained below:

Additions to property, plant and equipment and other intangible assets of 1,609 Mn towards computers, buildings, plant and equipment, computer software and others.

Additions to right-of-use assets by 825 Mn towards buildings, computers and vehicles.

Intangible assets under development (acquired through business combination) pertain to the development cost of software dedicated to the automation, management, and monitoring of mobile networks.

Depreciation and amortization expense for FY 25 was 2,672 Mn.

Goodwill

The increase in Goodwill of 1,348 Mn during FY25 represents goodwill attributable towards Altek Electronics LLC USA

(‘Altek) acquisition of 638 Mn in DLM segment, Abu Dhabi & Gulf Computers Establishment (‘ADGCE) acquisition of

86 Mn in DET segment and balance attributable for foreign currency translation adjustments.

Altek is a Connecticut-based electronic manufacturing services provider which assembles printed circuit board (PCB) and box builds for medical, industrial/commercial, aerospace, defense, telecommunications, and transportation industries. It offers PCB assembly, SMT assembly, through hole, BGA, automated optical inspection, wire and cable harness, selective solder, wave soldering, test, leadless device placement, conformal coating and potting, burn-in, high voltage soldering, traceability, and mechanical assembly solutions.

ADGCE is an Abu Dhabi-based technology consulting and digital services company, primarily serving clients in the Energy sector. The acquisition aligns with the Groups strategic roadmap to expand its global presence, particularly in the Middle East, one of the worlds largest energy markets, and to drive growth in the Sustainability business.

The Group tests goodwill for impairment on an annual basis. Based on the evaluation of cash flow projections for DET business and market capitalization of DLM, there were no indicators for impairment in FY 25.

Non-current investments

Non-current investments have decreased from 3,598 Mn as of March 31, 2024, to 2,798 Mn as of March 31, 2025, primarily due to reclass from non-current to current investments and realization on maturity date.

During the year ended March 31, 2025, changes in the fair valuation of financial instruments comprehensive income include a 353 million decline in the fair value of an investment in an IP-based communications company recognized in Cyient DLM Limited, Companys subsidiary. This decrease is mainly attributed to the extended lead time in order development and execution. However, management anticipates that the investments value will recover in the coming years as the company launches its products.

Investment in Associate

On November 29, 2024, the Company, through its subsidiary Cyient Semiconductors Inc., USA entered into a Share Purchase Agreement (‘SPA) with Azimuth AI Inc., USA (‘Azimuth) and acquired a 27.62% stake, for a consideration of $ 7.25 Mn ( 612 Mn). Azimuth is an Embedded Silicon Product company in developing highly differentiated ASICs for Edge Computing Applications. Consequent to this acquisition, Azimuth became an ‘Associate of the Company. The transaction has been accounted for using the equity method as per IND AS 28.

Cash and bank balances

Total cash and bank balances consist of following:

Particulars	As at March 31, 2025	As at March 31, 2024
Cash and cash equivalents	10,706	4,848
Bank balances	2,436	4,987
Cash and Bank balances	13,142	9,835

During the year, the Group generated free cash flow from operations of 6,879 Mn representing 105% conversion of PAT for FY 25. year, along with

Increase in closing balance of cash and bank balances is due to proceeds from equity stake sale in Cyient DLM Limited and offset by the short term and long-term loan repayments during the year.

The Company deploys its surplus funds in fixed deposits, bonds, mutual funds and other approved instruments in line with an approved policy.

Trade receivables

The trade receivables have increased from 12,617 Mn as of March 31, 2024, to 14,067 Mn as of March 31, 2025. The Group DSO (Days sales outstanding) was at 86 days as of March 31, 2025 and 83 days at March 31, 2024. {DSO is arrived by considering trade receivables and contract assets}

Other current assets (including contract assets)

Other current assets have decreased from 7,705 Mn as of March 31, 2024, to 6,826 Mn as of March 31, 2025, primarily due to decrease in contract assets by 444 Mn.

Financial Ratios

The following are ratios for the current financial year and their comparison with the preceding financial explanations where the change has been 25% or more when compared to the immediately preceding financial year:

Sl. No Ratio Description	March 31, 2025	March 31, 2024	Variance	Explanation
1 Debtors turnover (in days)	86	83	(4%)
2 Inventory turnover (in days)	133	138	4%
3 Interest coverage ratio	10.1	8.7	15%
4 Current ratio	3.03	2.15	41%	Note (i)
5 Debt equity ratio	0.04	0.10	60%	Note (ii)
6 Operating margin (%)	15.5%	18.2%	(2.7%)
7 Net profit margin (%)	9.0%	9.6%	(0.6%)
8 Return on net worth (%)	11.9%	17.0%	(5.1%)

(i) Current ratio has increased due to net repayment of short-term borrowings of 587 Mn during the year and increase in cash balance on account of equity stake sale of 14.5% in Cyient DLM Limited.

(ii) Decrease in debt-equity ratio is due to net repayment of both short term and long-term borrowings of 2,388 Mn during the year.

People Function

At Cyient, our associates remain our greatest strength and the foundation of our success. As we advance on our journey of transformation and growth, our people strategy continues to focus on building a high-performance culture anchored in well-being, continuous learning, inclusion, and excellence. FY25 saw us deepen this commitment through multiple strategic initiatives that have helped us attract, retain, and develop top talent while creating an equitable and engaging workplace.

Managerial and Leadership Development

Our focus on leadership development remained strong in

FY25. The Global Leadership Programs for Emerging and

Business Leaders continued to build future-ready capabilities across managerial levels, delivered through a mix of hybrid workshops, leader talks, and action learning projects. Notably, 18% of participants in these programs were promoted within the year, reflecting the direct impact of these interventions on career progression.

The Women in Leadership initiative was expanded further to include a larger cohort of participants. The program, featuring workshops, mentoring, and speaker sessions with accomplished women leaders, reflects our commitment to creating a diverse leadership pipeline.

The Managing@Cyient initiative also saw continued implementation, supporting both new and existing managers with consistent global frameworks to enhance people leadership effectiveness.

Technical Competency Development

FY25 marked significant strides in technical capability-building Anchored in our vision to become a fully digital organization, we introduced several high-impact skilling initiatives:

• The Technology Leadership Program (TLP) continues to be a cornerstone in shaping senior technical leadership and driving innovation across our offerings. In FY25, 33% of the new graduates were women, reinforcing our commitment to developing diverse leadership talent.

• The newly launched Technology Career Path (TCP) program delivers deep domain training aligned with four critical Megatrends: Digital Healthcare, Industry 4.0 and Smart Operations, Intelligent and Meta-Mobility, and Sustainability.

• Our Skilling Initiatives have associate capabilities across digital and traditional technologies, including Generative AI, Automation, Telecom 5G, Cloud Computing, and Simulation.

• Through cross-skilling efforts, nearly 25% of new role fulfillment has been achieved via internal redeployment, strengthening our organizational agility and adaptability.

In addition, our Subject Matter Experts (SMEs) curated new digital content to streamline technical onboarding and accelerate productivity.

Diversity, Equity & Inclusion (DEI)

Our DEI agenda advanced with purpose in FY25. Special hiring drives and targeted interventions led to an increase in gender diversity, particularly in lateral and mid-management hiring.

Our cross-functional DEI team continues to embed inclusive practices across business units, reinforcing our vision of a workplace where every associate feels welcomed, valued, and empowered to contribute their unique perspective.

Associate Engagement & ASAT

We are proud to report on the continued strength of our

Associate Satisfaction (ASAT) score, reflecting the positive impact of our engagement efforts. Regular feedback mechanisms and open communication channels have helped us respond to associate needs swiftly and effectively, reinforcing trust and transparency across the organization.

Well-being and Total Rewards

Our Total Rewards philosophy continues to deliver a balanced approach to compensation, healthcare, benefits, learning, and culture. This year, we introduced the Company Co-sponsored OPD Plan and Annual Health checkup schemes.

. In the US, we introduced two new benefits in 2025 to enhance associate support and inclusivity - Touchcare, a personal health assistant service, and Domestic Partner Coverage, enabling associates to enroll their domestic partners and their children in Cyients health plans.

Our focus on mental and physical well-being remained strong through Wellbeing Wednesdays and employee assistance programs. These initiatives continue to foster a healthier, happier, and more productive workforce.

This year, we were proud to be recognized with the prestigious

SHRM HR Excellence Award 2024 in the "Excellence in

Total Rewards" category. This recognition, awarded at the enterprise level across industries, is a testament to our Total

Rewards philosophy, which emphasizes Compensation expanded &

Benefits, Career Growth & Learning, and Culture. Our framework is rooted in pay equity and inclusivity, ensuring that every associate has an equal opportunity to thrive, grow, and contribute meaningfully.

ANNUAL REPORT ON CSR ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended)

1. A BRIEF OUTLINE ON THE COMPANYS CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY OF THE COMPANY: A) ABOUT COMPANYS CSR POLICY:

The CYIENT CSR Policy (herein after referred to as the "CSR Policy") encompasses the companys philosophy for delineating its responsibilities as a Responsible Corporate Citizen. It lays down the guidelines and mechanism for undertaking socially useful program for welfare and sustainable development of the community at large. The CSR policy shall apply to all CSR initiatives and activities being undertaken at the various Cyient work-centers across all locations in India and activities taken up at the various offices the society a key stakeholder of the company.

The CSR Policy and the operational guidelines are framed with subject to and pursuant to the provisions of the Companies Act, 2013 ("Act") and the rules and regulations made thereunder.

Cyients CSR activities are spearheaded by the Cyient Foundation. Cyient is guided by its CSR committee and CSR Policy and vision. The Company has formed a CSR committee (designated as ESG Committee) as per Section 135 of the Companies Act, 2013 to formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified by law. CSR programs are focused under 5 pillars i.e., a) Education & Digital Literacy b) Women Empowerment & Skill Development c) Preventive Health Care & Rural Development d) Environmental Protection & Conservation e) Innovation and Entrepreneurship

B) CSR OBJECTIVE, VISION AND MISSION STATEMENTS:

Cyient believes in the philosophy of returning to society as a measure of gratitude for what it has taken from it. In view of this, the companys CSR aims to extend beyond charity and enhance social impact. Cyients ‘Global Policy on Corporate Social Responsibility outlines its philosophy of "Empowering Tomorrow Together" Cyient and its subsidiaries abiding concern for society and environment. As responsible corporate citizens, we undertake several transformational initiatives that contribute towards community empowerment and all-round societal development. With strategic social investments in several key areas like Education, Digital Literacy, Healthcare, Community Development - Smart Villages, Environmental Protection, Skill development & Employment, and Innovation & Entrepreneurship, we foster long-term sustainable community development, and drive growth initiatives that aim to make a meaningful impact in peoples lives.

1.b.1. The Companys CSR vision includes the following:

To help underprivileged children to access the quality education;

To upskill the unemployed youth and women for sustainable living.

• To participate in projects with business aligned social innovation, healthcare & preventive healthcare and responsive to the community needs.

To extend support to the community development programs by participating in disaster management and environmental protection.

To extend support to Innovation and Entrepreneurship.

C) THE COMPANYS CSR MISSION

Achieving long-term, holistic development of the community around us by being committed to create and support programs that bring about sustainable changes through education, digital literacy, skill development, environmental protection, innovation and entrepreneurship and healthcare systems.

D) UNDERTAKING CSR ACTIVITIES

CSR programs are aligned to the key focus are implemented through Cyient Foundation a) Education & Digital Literacy Provide quality education through school adoption, Digital Literacy through Cyient

Digital Centers; b) Women Empowerment & Skill Development Operate Rural & Urban Skill Centers to provide skills and employment to women c) Preventive Health Care & Rural Development - Preventive health care services, Develop Sanitation & Hygiene (WASH) Facilities; d) Environmental Protection & Conservation Promotion of Greenery, Water Conservation and Renewable Energy; e) Innovation & Entrepreneurship School of Innovation and Entrepreneurship; The surplus arising out of the CSR activities, projects or programs shall not form part of the business profit of the Company;

2. THE COMPOSITION OF THE CSR COMMITTEE:

The CSR Committee subsumed on constitution of ESG Committee, which currently deals with all matters pertaining to Corporate Social Responsibility. Accordingly, the details of ESG Committee have been provided in the report. The ESG Committee has been constituted in line with the requirements of provisions of Section 135 of the Companies Act, 2013 are as follows:

Sl. No. Name of the Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Vikas Sehgal	Chairperson, Independent Director	1	1
2. B.V.R. Mohan Reddy	Member, Non-Executive Director	1	1
3. Krishna Bodanapu	Member, Executive Director	1	1

3. WEB-LINK(S) WHERE COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS APPROVED BY THE BOARD ARE DISCLOSED ON THE WEBSITE OF THE COMPANY: The details can be found at the following links:

• CSR Policy: https://www.cyient.com/hubfs/2023/FY23-Financials/Q4/Cyient_CSR_Policy_Document_Revised_ V3.3.pdf

CSR Global Policy: https://www.cyient.com/hubfs/2023/FY23-Financials/Cyient_CSR_Global_Policy_-_V1.0.pdf

ESG Factbook: https://www.cyient.com/hubfs/2024/Investors/Corporate%20Governance/ESG_Factbook.pdf

4. EXECUTIVE SUMMARY ALONG WITH THE DETAILS OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014:

Cyient CSR activities are periodically assessed through Impact assessments, Cyient appoints agencies to perform SIA

(Social Impact Assessments) through independent assessment agencies, assessments were conducted on Education &

IT Literacy, Skills & Employment, Community Development and Environmental Initiatives. The same may be accessed at https://www.cyient.com/about-us/social-responsibility-0?hs_prev iew=IvHwHYMP-113646554680 under Social Responsibility Tab.

5. AMOUNTS STATED IN THIS REPORT ARE IN MILLION, UNLESS OTHERWISE SPECIFIED

(A) AVERAGE NET PROFIT OF THE COMPANY AS PER SUB-SECTION (5) OF SECTION 135:

Particulars	FY 2021 - 22	FY 2022 - 2023	FY 2023 - 2024
Net profit for deciding the CSR criteria	4,962	4,412	5,977
Average Profit for preceding 3 years			5,117
CSR @2%			102

(B) TWO PERCENT OF AVERAGE NET PROFIT OF THE COMPANY SUB-SECTION (5) OF SECTION 135: 102 MILLION (C) SURPLUS ARISING OUT OF THE CSR PROJECTS OR PROGRAMS OR ACTIVITIES OF THE PREVIOUS FINANCIAL YEARS: NA (D) AMOUNT REQUIRED TO BE SET OFF FOR THE FINANCIAL YEAR, IF ANY: 30 MILLION

(E) TOTAL CSR OBLIGATION FOR THE FINANCIAL YEAR (5(B)+5(C)-5(D)): 72 MILLION

6.

(A) AMOUNT SPENT ON CSR PROJECTS (BOTH ONGOING PROJECT AND OTHER THAN ONGOING PROJECT): (i) Details of CSR amount spent against ongoing projects for the financial year: Nil (ii) Details of CSR amount spent against other than ongoing projects for the financial year: 69 Million (B) AMOUNT SPENT IN ADMINISTRATIVE OVERHEADS: 1 MILLION

(C) AMOUNT SPENT ON IMPACT ASSESSMENT, IF APPLICABLE: 2 MILLION (D) TOTAL AMOUNT SPENT FOR THE FINANCIAL YEAR (6(A)+6(B)+6(C)): 72 MILLION (E) CSR AMOUNT SPENT OR UNSPENT FOR THE FINANCIAL YEAR:

Total Amount Spent for the Financial Year 2024-25 (in Million)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount Unspent (in Million) Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
72	NA	NA	NA	NA	NA

(F) Details of excess amount for set off, if any:

Sl. No. Particulars	Amount (in Million)
1. 2.	3.
(i) Two percent of average net profit of the company as per sub-section (5) of section 135	102
(ii) Total obligation for the Financial Year	102
(iii) Amount setoff in the current financial year	30
(iv) Total Amount spent for the financial year [(ii)-(iii)]	72
(v) Surplus arising out of the CSR projects or programs or Activities of the previous financial year, if any	NA
(v) Amount available for setoff in succeeding financial year	NA

7. DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:

2.	3.	4.	5.		6.	7.	8.
Preceding Financial Year	Amount transferred to Unspent CSR Account under section subsection (6) of	Balance Amount in Unspent CSR Account under sub- section (6) of	Amount spent in the Reporting Financial Year	Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any		Amount remaining to be spent in succeeding financial years.	Deficiency, if any
	section 135 (in )	section 135 (in )	(in )	Amount (in )	Date of transfer	(in )
2023-24	-	-	-	-	-	-	-
2022-23	-	-	-	-	-	-	-
2021-22	-	-	-	-	-	-	-
TOTAL	-	-	-	-	-	-	-

8. WHETHER ANY CAPITAL ASSET(S) HAVE BEEN CREATED OR ACQUIRED THROUGH CSR AMOUNT SPENT IN THE FINANCIAL YEAR:

(a) If Yes, enter the number of Capital asset(s) created/ acquired: NA

(b) Details relating to such asset(s) so created or acquired through CSR amount spent in the Financial Year:

Sl. No.	Short particulars of the property or asset(s), including complete address and location of the property	Pin code of the property or asset(s)	Date of creation	Amount of CSR Amount spent (in )	Details of entity/ Authority/ beneficiary of the registered owner
1.	2.	3.	4.	5.	6.
					CSR Registration Number, if applicable	Name	Registered address
	NA	NA	NA	NA	NA	NA	NA

9. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO PER CENT OF THE AVERAGE NET PROFIT AS PER SUBSECTION (5) OF SECTION 135:

Your Directors state that the Company has spent an amount of 102 Million as against the CSR obligation of 102 Million. The Company has accordingly spent an amount as prescribed CSR expenditure and therefore disclosing the reasons for not spending the prescribed CSR expenditure is not applicable.

Independent Auditors Report on compliance with the conditions of Corporate Governance as per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

THE MEMBERS OF CYIENT LIMITED

1. The Corporate Governance Report prepared by Cyient Limited (hereinafter the "Company"), contains details as specified in regulations 17 to 27, clauses (b) to (i) [and (t)] of sub regulation (2) of regulation 46 and para C, D, and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations") (‘Applicable criteria) for the year ended March 31, 2025 as required by the Company for annual submission to the Stock exchange.

MANAGEMENTS RESPONSIBILITY

2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate

Governance Report.

3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

AUDITORS RESPONSIBILITY

4. Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an opinion whether, the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations.

5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India ("ICAI"). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7. The procedures selected depend on the auditors judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of procedures performed include: i. Read and understood the information prepared by the Company and included in its Corporate Governance Report; ii. Obtained and verified that the composition of the Board of Directors with respect to executive and non-directors has been met throughout the reporting period; iii. Obtained and read the Register of Directors as on March 31, 2025 and verified that at least one independent woman director was on the Board of Directors throughout the year; iv. Obtained and read the minutes of the following committee meetings / other meetings held April 01, 2024 to March 31, 2025:

(a) Board of Directors; (b) Audit Committee;

(c) Annual General Meeting (AGM) / Extra Ordinary General Meeting (EGM);

(d) Nomination and Remuneration Committee; (e) Stakeholders Relationship Committee; (f) Risk Management Committee v. Obtained necessary declarations from the directors of the Company. vi. Obtained and read the policy adopted by the Company for related party transactions. vii. Obtained the schedule of related party transactions during the year and balances at the year- end. Obtained and read the minutes of the audit committee meeting where in such related party transactions have been pre-approved prior by the audit committee. viii. Performed necessary inquiries with the management and also obtained necessary specific representations from management.

8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

OPINION

9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in the Listing Regulations, as applicable for the year ended March 31, 2025, referred to in paragraph 4 above.

OTHER MATTERS AND RESTRICTION ON USE

10. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate

Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.