Your Directors are pleased to present the Thirty Fifth (35th) Board’s Report on the business and operations of Cyient Limited
("Cyient" or the "Company"), together with the audited Financial Statements for the financial year ended 31 March 2026.
Wherever necessary, the consolidated performance of the Company and its subsidiaries has also been referred to in this Report.

1. FINANCIAL HIGHLIGHTS:

(Amount in ? Million, except for EPS data)

2. STATE OF AFFAIRS AND COMPANY'S PERFORMANCE:

Your Company is a global engineering and technology solutions company, delivering intelligent engineering and technology
solutions for a digital, autonomous, and sustainable future. The Company collaborates with customers across their value
chain to design, build, operate, and maintain products and services that enable them to emerge as leaders and trusted brands
in their respective industries and markets. Customers leverage the Company’s deep domain expertise in engineering,
manufacturing, and digital technologies to develop and support next-generation solutions that meet the highest standards
of safety, reliability, quality, and performance.

Your Company provides engineering, manufacturing, geospatial, network, and operations management services to global
industry leaders across diverse sectors. Through the integration of advanced technologies, digital capabilities, and robust
delivery processes, the Company continues to deliver innovative and future-ready solutions that enhance operational
excellence, accelerate transformation, and create sustainable stakeholder value.

The Company’s strategy continues to be aligned with key global megatrends, including intelligent mobility, sustainability,
smart operations, digital healthcare, and advanced connectivity systems. By leveraging emerging technologies such as
Artificial Intelligence (AI), Generative AI, data analytics, cloud, and intelligent automation, the Company is enhancing its
engineering capabilities and driving innovation-led transformation across industries.

During the year under review, the Company continued to strengthen its strategic focus on accelerating digital, engineering,
and technology convergence to address evolving customer requirements and emerging industry opportunities. The
Company remained committed to enabling customers to build intelligent products, modernize operations, enhance
connectivity, and advance their sustainability objectives in an increasingly dynamic and technology-driven business
environment. Backed by a diversified business portfolio, strong global delivery capabilities, customer-centric approach,
and operational resilience, the Company remains well-positioned to navigate evolving market conditions while maintaining
agility, competitiveness, and long-term sustainable growth across geographies and industry verticals.

Driven by a purpose-led culture and guided by its core values, the Company remains focused on innovation, talent
development, responsible business practices, and sustainable growth. With its strong engineering foundation, global
footprint, and technology-led capabilities, the Company is well-positioned to capitalize on emerging opportunities and
create long-term value for all stakeholders.

On a consolidated basis, the revenue from operations for FY 2026 was ?72,682 as compared to ?73,604 in the previous
financial year. The profit for the year attributable to shareholders for FY 2026 was ? 4,279, as against ? 6,157 in FY 2025.

On a standalone basis, the revenue from operations for FY 2026 was ? 23,633, as compared to ? 24,136 in the previous
financial year. The profit for the year attributable to shareholders for FY 2026 was ? 1,546, as against ? 11,246 in FY 2025.

The Company did not undergo any change in the nature of its business during FY 2026.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

In line with the Company’s Dividend Distribution Policy and its practice of returning substantial free cash flow to shareholders,
the Company has declared/recommended the following dividends during the year, based on its overall performance:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy, which is available
on the Company’s website. The web-link for the same has been provided at the end of this Report.

4. EARNINGS PER SHARE (EPS):

The Basic Earnings Per Share (EPS) of the Company for the financial year ended 31 March 2026 stood at ? 14.01 on a
standalone basis and ? 38.78 on a consolidated basis.

5. TRANSFER TO RESERVES:

No amount was transferred to reserves during the year under review. The closing balance of retained earnings of the
Company, after all appropriations and adjustments for FY 2026, stood at ? 24,290 Mn.

6. LIQUIDITY:

The Company continues to maintain a debt-free position with adequate liquidity to support its operational requirements
and strategic priorities. As at 31 March 2026, the Company’s liquid assets stood at ? 11,759 Million as compared to ? 9,700
Million as at the previous year end. These funds were invested in short-term deposits with scheduled banks and financial
institutions, mutual funds, perpetual bonds, and tax-free bonds.

7. PUBLIC DEPOSITS:

During the year under review, the Company did not accept any deposits within the meaning of Sections 73 and 74 of the
Act. Accordingly, no amount towards principal or interest on public deposits was outstanding as on the date of the Balance
Sheet.

8. SHARE CAPITAL:

8.1. The Particulars of share capital of the Company are as follows:

8.2. Shares allotted during the FY 2026:

(a) Public issue, rights issue, preferential issue:

No such shares were issued during the FY 2026.

(b) Issue of Shares under ESOP:

Your Company has allotted the following Equity Shares 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:

(c) Issue of Shares with differential rights as to dividend, voting or otherwise:

There were no issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) Issue of Sweat Equity Shares:

No Sweat Equity Shares were issued during the FY 2026.

(e) Issue of Bonus Shares:

No Bonus Shares were issued during the FY 2026.

(f) Buy-back of Shares:

During the current year, the Board of Directors
has approved the buyback proposal for purchase
by the Company of up to 6,400,000 equity shares
of ? 5 each (representing 5.76% of the total
paid-up equity share capital) from the eligible
equity shareholders of the Company other than
promoters, promoter group and persons who
are in control of the Company on a proportionate
basis, by way of a tender offer, at a price of ?
1,125 per equity share, for an aggregate amount
not exceeding ? 7,200 Mn, in accordance with
the applicable provisions of the Securities and
Exchange Board of India (Buy-back of Securities)
Regulations, 2018, the Companies Act, 2013,
and the rules made thereunder.

9. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the applicable provisions of the
Act, Regulation 33 of the SEBI Listing Regulations, and
the Indian Accounting Standards prescribed under the
Companies (Indian Accounting Standards) Rules, 2015,
the Company has prepared the consolidated financial
statements.

The audited consolidated financial statements, together
with the Independent Auditor’s Report thereon, form part
of this Annual Report.

10. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of section
188(1) of the Act dealing with related party transactions.
All related party transactions were entered into the
ordinary course of business and at arm’s length basis.
The information on transactions with related parties
pursuant to section 134(3) (h) of the Act read with Rule 8
(2) of the Companies (Accounts) Rules, 2014 are given in
Form AOC- 2 and is enclosed to this Report. Kindly refer
to Annexure 3. Reference is also made to Note No. 24 of
standalone financial statements.

11. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan, guarantee, or security is proposed to be
utilized by the recipient are provided in the Standalone
Financial Statements. (Kindly refer note 33 to the
Standalone Financial Statements).

12. MATERIAL CHANGES & COMMITMENTS:

There were no material changes or commitments
affecting the financial position of the Company that
occurred between the end of the financial year to which
the financial statements relate and the date of this
Report. Any other changes in commitments, if applicable,

have been disclosed at the relevant places in this Annual
Report.

13. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

b) they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

c) 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;

d) they have prepared the annual accounts on a going
concern basis;

e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

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

14. RISK MANAGEMENT:

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

• Identify risks and opportunities

• assess risk and performance for key processes

• evaluate the risk impact across business operations

• develop mitigation plan for the risks identified and

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

The Company has classified the risks into five categories:

i. Strategic

ii. Reputational

iii. Operational

iv. Financial

v. Compliance/Litigation.

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

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

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

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

• Help to develop a culture of the enterprise that all
levels of people understand risks.

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

• Approve and review risk management plan which
includes Company's risk management structure,
framework, methodologies adopted, guidelines
and details of assurance and review of the risk
management process.

• Monitor risks and risk management capabilities and
mitigation plans.

More details on the risk management committee of
the board can be found in the Report on corporate
governance. Members may also refer to the Management
Discussion & Analysis Report.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls of the Company form an
integral part of its risk management framework and are
designed to address financial and financial reporting risks.
These controls facilitate orderly and efficient conduct
of business operations, ensure compliance with the
Company's policies and procedures, safeguard assets,
support prevention and detection offrauds and errors, and
ensure accuracy and completeness of accounting records
and timely preparation of financial statements. The
Internal Financial Controls are appropriately documented,
digitized, and embedded within the Company's business
processes.

16. VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy
and established a robust vigil mechanism in accordance
with Regulation 22 of the SEBI Listing Regulations to
enable employees and other stakeholders to report
genuine concerns relating to unethical behaviour or
violations of the Company's Code of Conduct. The
mechanism also provides adequate safeguards against
victimisation of individuals who avail of this facility. No
person has been denied access to the Chairperson of the
Audit Committee.

The Whistle Blower Policy is available on the Company's
website, and the web-link for the same has been disclosed
separately at the end of this Report. The Company has also
implemented a web-based/online reporting mechanism
under the Policy, ensuring end-to-end tracking of
complaints from registration to resolution. Additionally,
the system provides a dial-in facility in multiple languages
across geographies where the Company operates.

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

The particulars relating to conservation of energy,
research and development, technology absorption,
foreign exchange earnings and outgo, as required to be
disclosed under the Companies Act, 2013 are enclosed to
this Report. Kindly refer to Annexure 12.

18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES:

The details of the subsidiaries, associates, and joint
ventures of the Company as on 31 March 2026 form part
of this Annual Report. The Company has complied with the
provisions of Regulation 24 of SEBI (LODR) Regulations,
2015. Details pertaining to the material subsidiaries are
provided in the Report on Corporate Governance forming
part of this Annual Report. The list of group companies is
provided in Form AOC-2 attached as Annexure 3 to this
Report.

Statement containing the salient features of the
Financial Statements of the Subsidiary Companies/
Associate Companies/JV:

As per the provisions of Sections 129 of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, a
separate statement containing the salient features of
the Financial Statements of the Subsidiary Companies/
Associate Companies/JV in Form AOC-1 is published as a
part of the Annual Report. Kindly refer to Annexure 2.

During the year, there has been no material change in the
nature of the business of the subsidiaries and JV, except
the following:

Material Events concerning the Subsidiaries/JV:

During the financial year under review, the following
material developments took place in relation to the
subsidiaries and joint venture of the Company:

• The Company has completed the closure of its
Branch Office in Norway, registered under Branch
Registration Number 990 823 723.

• The Company has undertaken the winding up and
liquidation of Cyient Israel India Limited, a wholly
owned subsidiary of the Company, incorporated
under the laws of Israel (Registration No. 515489664).

• The National Company Law Tribunal (NCLT),
vide its order dated August 28, 2025, directed
the commencement of the Corporate Insolvency
Resolution Process in respect of Infotech HAL
Limited, a Joint Venture of the Company, which
subsequently entered into liquidation.

• The Company has completed the closure of its
branch offices in the Philippines and Australia on July
24, 2025.

• Cyient Europe Limited, a wholly owned subsidiary of
the Company, has established a branch office in Italy
on July 28, 2025.

• Cyient Semiconductors Private Limited, a wholly
owned subsidiary of the Company, has incorporated
Cyient Semiconductors Singapore Pte. Limited in
Singapore on July 29, 2025.

• The Company has completed the closure of its
branch office in Korea on September 26, 2025.

• The Board of Directors, at its meeting held on
December 17, 2025, approved entering into a
definitive agreement for the acquisition of a majority
stake exceeding 65% in Kinetic Technologies, through
its wholly owned subsidiary, Cyient Semiconductors
Singapore Pte. Limited.

• Cyient Inc., a wholly owned subsidiary of the
Company, has incorporated CDS Lavender Holdings,
Inc. in Delaware, United States of America.

19. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED
ENTITY:

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

20. CORPORATE SOCIAL RESPONSIBILITY:

Our commitment to Corporate Social Responsibility
reflects the enduring values and deep sense of
responsibility embedded across Cyient and its
subsidiaries towards society and the environment.
Guided by a purpose-driven approach, the Company
continues to create meaningful and sustainable impact

through initiatives focused on inclusive growth,
community development, and long-term societal value
creation. This philosophy is deeply rooted in the vision of
our Founder, Dr. B.V.R. Mohan Reddy, who stated: "We
believe in the philosophy that sustained development of
society is vital to the sustained growth of the businesses
that exist within that community. Over the last 30 years,
we built a great Company 'Cyient', consistently creating
shareholder value."

Your Company firmly believes that sustainable business
success must be accompanied by meaningful social
progress and long-term community development.
Accordingly, the Company's Corporate Social
Responsibility ("CSR") initiatives extend beyond
philanthropy and are focused on creating measurable,
sustainable, and transformative social impact.

Guided by its philosophy of "Empowering Tomorrow
Together", Cyient continues to embed social
responsibility and environmental consciousness into its
broader business ethos. Through focused interventions
in areas such as education, healthcare, skill development,
and smart village initiatives, the Company strives to drive
inclusive growth, strengthen communities, and create
enduring value for society.

The Company's CSR initiatives are primarily driven
through the Cyient Foundation and Cyient Urban
Micro Skill Centre Foundation, along with strategic
collaborations with NGOs, trusts, government bodies,
educational institutions, industry associations, and other
implementation partners to maximize outreach and
impact.

The Company's CSR initiatives are strategically aligned
and implemented across five key focus pillars, namely:

a) Education & Digital Literacy

b) Women Empowerment & Skill Development

c) Preventive Health Care & Rural Development

d) Environmental Protection & Conservation

e) Innovation & Entrepreneurship

During FY 2026, the Company incurred an expenditure of
? 106 million towards its CSR initiatives in line with its CSR
commitments and focus areas. The details of the CSR
activities undertaken during the year form part of this
Annual Report. It is confirmed that there is no shortfall
or carry forward of the CSR spend. The Annual Report on
CSR Activities is annexed to this Report as Annexure 5.

The composition and details of the ESG Committee are
provided in the Report on Corporate Governance forming
part of this Annual Report. The CSR Policy of the Company
is available on the Company's website, and the web-link
for the same has been disclosed separately at the end of
this Report.

21. BOARD OF DIRECTORS, KMP AND SMP:

21.1. Board:

The Board of Directors of the Company comprises
eminent professionals and industry leaders
with extensive experience across engineering,
technology, business management, finance,
governance, and strategy, who provide valuable
guidance and strategic direction to the Company.

As on 31 March 2026, the Board comprised ten
Directors, including Executive, Non-Executive, and
Independent Directors, with an appropriate balance
of skills, expertise, experience, and diversity in
accordance with the applicable provisions of
the Act and the SEBI Listing Regulations. The
Board also includes distinguished leaders with
deep domain knowledge and strong governance
credentials, enabling effective oversight and long¬
term value creation for stakeholders.

21.2. Board Diversity:

The Company believes that a diverse Board plays a
critical role in strengthening governance, enhancing
strategic oversight, and driving sustainable
growth. The Board comprises professionals from
varied backgrounds with diverse expertise across
industries, business functions, leadership roles, and
governance practices, bringing a broad spectrum
of perspectives and experience to the Board’s
deliberations.

The diversity of the Board is considered while
determining its optimum composition, with
due regard to skills, experience, knowledge,
independence, gender, and professional
background. All appointments to the Board are
based on merit, competence, and the specific
capabilities required to enable the Board to
effectively discharge its responsibilities and create
long-term stakeholder value.

21.3. Independent Directors:

As a matter of governance practice, the Company
endeavours to maintain Independent Directors
constituting at least 50% of the Board strength.
Mr. Sunil Bhumralkar has been designated as the
Lead Independent Director and serves as a key link
between the Independent Directors, the Board,
and the management, while discharging such other
responsibilities as may be entrusted by the Board
or the Independent Directors from time to time.
None of the Independent Directors is related to the
Promoters or the Promoter Group of the Company.

21.4. Declaration by Independent Directors

All the Independent Directors of the Company
have provided declaration of independence as
required under Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations,
stating that they continue to meet the criteria of
independence as laid down under Section 149(6)
of the Act and Regulation 16 of the SEBI Listing
Regulations. Further, Independent Directors of
the Company have also confirmed that they have
complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. They had
no pecuniary relationship or transactions with
the Company, other than as permitted under
relevant regulations. The Board is of the opinion
that the Independent Directors of the Company
possess requisite qualifications, experience,
proficiency and expertise and they hold highest
standards of integrity. The Directors are compliant
with the provisions of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as applicable.

21.5. Statement regarding opinion of the Board with
regard to integrity, expertise and experience
(including the proficiency) of the independent
directors appointed during the year:

The Board is of the opinion that all the Independent
Directors are persons of integrity and possess the
requisite expertise, experience, knowledge, and
proficiency required to effectively discharge their
duties and responsibilities. The Company also
provides appropriate familiarization programmes
to newly inducted Independent Directors to enable
them to gain insights into the Company’s business,
operations, and governance framework.

21.6. Familiarization Programme for Independent
Directors

In compliance with Regulation 25(7) of the SEBI
Listing Regulations read with Schedule IV of
the Companies Act, 2013, the Company has
instituted a structured Familiarization Programme
for its Independent Directors. The programme is
designed to familiarize the Independent Directors
with the Company’s business operations,
industry landscape, strategic priorities,
governance framework, and their roles, rights, and
responsibilities as members of the Board and its
Committees.

The Independent Directors are periodically
updated on the business environment, operational
performance, risk management practices,
regulatory developments, sustainability initiatives,
and emerging industry trends to enable them to
effectively contribute to the Company’s growth
and governance objectives.

The familiarization sessions are conducted
through presentations, meetings, site visits, and
interactions with the senior leadership team, as
may be considered necessary from time to time.
The details of the Familiarization Programme are
available on the Company’s website and the web-
link for the same has been disclosed separately at
the end of this Report.

21.7. Registration of Independent Directors in
Independent Directors Databank:

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

21.8. Certificate from Company secretary in practice:

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

21.9. Company's policy on Directors' appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence
of a director and other matters provided under
sub-section (3) of section 178 of the Companies
Act, 2013:

The Company has adopted a Policy on Appointment
of Directors and Board Diversity, including the
criteria for determining qualifications, positive
attributes, and independence of Directors, in
accordance with the provisions of Section 178(3)
of the Act and Regulation 19 of the SEBI Listing
Regulations.

The Company has also adopted a Remuneration
Policy covering remuneration and other related
matters as prescribed under Section 178(3) of the
Act. The details of the same are provided in the
Report on Corporate Governance forming part of
this Annual Report.

Criteria of the payment of remuneration to
Non-Executive Directors has been published on
the website of the Company at the 'Corporate
Governance’ section. The web-link for the same
has been disclosed separately at the end of this
Report.

The aforesaid policies are available on the
Company’s website and the respective web-links
have been disclosed separately at the end of this
Report.

21.10. Changes in the composition of Board of Directors:

Your Company made the following changes to the
composition of Board of Directors:

i. Appointments:

a. Mr. B.V.R. Mohan Reddy (DIN: 00058215)
was re-appointed as the Non-Executive
Non-Independent Director of the
Company post attaining the age of 75
years. Via Postal Ballot dated 11^th October,
2025.

b. Mr. Krishna Bodanapu (DIN00605187), was
re-appointed Executive Vice-Chairman
and Managing Director of the Company for
a period of 3 (Three) years effective from
3 April 2026.

c. Mr. P.R. Ramesh (DIN 01915274) was
appointed as an Independent Director of
the Company for a term of 3 years with
effect from 18 August 2025.

d. Mr. Madan Pillutla (DIN: 09280818) was
appointed as an Independent Director of
the Company for a term of 3 years with
effect from 18 August 2025.

e. Mr. Sunil Bhumralkar (DIN 00177658) was
appointed as an Independent Director of
the Company for a term of 3 years with
effect from 19 September 2025.

ii. Retirements and re-appointments at the

AGM:

• AGM 2025:

At the previous AGM held on 16th
July, 2025, Mr. Krishna Bodanapu (DIN:
00605187) who retired by rotation
and being eligible, offered himself for
re-appointment as a director, liable to
retire by rotation.

• AGM 2026:

Mr. M.M. Murugappan (DIN 00170478) who retires by rotation and being eligible, offers himself for re¬
appointment as a director liable to retire by rotation.

iii. Re-appointment of Director:

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

iv. Resignations/retirements:

• Ms. Matangi Gowrishankar (DIN 03099771) resigned from the position of Independent Director, with
effect from 22 January 2026. Consequently, she ceased to be Chairperson of Leadership, Nomination and
Remuneration Committee of the Company and also step down from the Boards of Cyient Inc. and Cyient
Europe Limited which are material subsidiaries of the company.

• Mr. Vivek Narayan Gour (DIN: 00254383), resigned from the position of Independent Director ofthe Company,
with effect from 16 October 2025. Consequently, he also ceased to be Chairman of Audit Committee and
Risk Management Committee of the Company.

21.11. KMP as at the end of the financial year:

The following persons were designated as the Key Managerial Personnel ("KMP") of the Company as on
31 March 2026, pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

*At the Board Meeting held on 3 March 2026, Mr. Prabhakar Atla transitioned from the role of Chief Financial Officer and was appointed as
the Chief Operating Officer ofthe Company with effect from 1 April 2026. Consequently, Mr. Shrinivas Kulkarni was appointed as the Chief
Financial Officer of the Company with effect from 1 April 2026.

21.12. Details of Senior Management Personnel (SMP) as at the end of the financial year

As on 31 March 2026, the following officials were designated as Senior Management Personnel ("SMP") of
the Company in accordance with the provisions of the SEBI Listing Regulations, other than those already
identified as Key Managerial Personnel ("KMP") above:

* The details relating to the composition ofthe Board, Key Managerial Personnel ("KMP"), Senior Management Personnel ("SMP"), and the
Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

22. BOARD MEETINGS DURING THE YEAR:

During FY 2026, eight (8) meetings of the Board were held. The details of the Board Meetings are provided in the Report on
Corporate Governance forming part of this Annual Report. The gap between any two consecutive meetings did not exceed
120 days, in compliance with the provisions of the Act.

23. BOARD EVALUATION AND ASSESSMENT:

The Company conducted a comprehensive annual
evaluation of the Board for the financial year 2025-26,
encompassing the performance of the Board as a whole,
its Committees, as well as the Chairperson, Managing
Director, and individual Directors. The evaluation was
carried out through a structured framework based
on questionnaires circulated among Directors, with
responses collated and analysed against defined
parameters. The evaluation criteria were formulated by
the Leadership, Nomination & Remuneration Committee
in alignment with the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations,
ensuring a robust and objective assessment mechanism.

In addition, the Independent Directors, at their separate
meeting, evaluated the performance of the Non¬
Independent Directors, the Board as a whole, and the
Chairperson, after considering the views of the Executive
and Non-Executive Directors. The Board and the
Leadership, Nomination & Remuneration Committee
also undertook an evaluation of individual Directors
based on parameters such as participation, quality of
contribution to discussions, domain expertise, and overall
effectiveness. This multi-layered evaluation approach
enabled a balanced and comprehensive assessment of
governance effectiveness across all levels.

An independent external firm of Practising Company
Secretaries, Pracheta and Associates (FCS No.: 9323, CP
No.: 9838, Peer Review No.: 7726/2026), was engaged to
facilitate the evaluation process and to provide an objective
summary of the outcomes. Based on the analysis of
responses and the evaluation framework, the firm issued
a detailed report highlighting overall performance ratings,
key strengths in governance practices, and recommended
areas for improvement. The report affirms that the Board
and its Committees are functioning effectively, while also
recommending measures for further fortifying Board
processes and governance standards.

24. COMMITTEES OF THE BOARD:

As required under the provisions of the Act and the SEBI
Listing Regulations, as on 31 March 2026, the Board has
the following committees:

• Audit Committee;

• Leadership, Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Engagement Committee;

• ESG Committee (this committee handles the matters
pertaining to Corporate Social Responsibility as
required under section 135 of the Act);

In compliance with the provisions of the Companies Act,
2013 and the SEBI Listing Regulations, the Company has
constituted all the requisite statutory committees of the
Board. Detailed information relating to the composition
of the Committees, number of meetings held, and key
functions discharged during the year is provided in the
Report on Corporate Governance forming part of this
Annual Report.

During the year under review, there were no instances
where the Board did not accept the recommendations of
any of its Committees, including the Audit Committee.

25. ESOP:

The Company has instituted the following Employee
Stock Option Plans ("ESOP")/Restricted Stock Unit
("RSU") Schemes in accordance with and in compliance
with the applicable provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SEBI (SBEB & SE) Regulations"):

• Associate Stock Option Plan 2015;

• Associate Restricted Stock Units Scheme 2020;

• Associate Stock Option Scheme 2021; and

• Associate Stock Option Plan 2023.

During the year under review, the Company granted
stock options/RSUs to eligible associates of the Company
and its subsidiaries in accordance with the applicable
provisions of the SEBI (SBEB & SE) Regulations. There
were no material changes in the aforesaid schemes
during the year and the schemes continued to remain in
compliance with the applicable regulatory requirements.

Further, pursuant to the recommendation of the
Leadership, Nomination & Remuneration Committee, the
Board approved the implementation/grant(s) under the
applicable ESOP/RSU Schemes during the year in line with
the Company’s long-term talent retention, employee
engagement, and value creation strategy.

No individual associate was granted ESOPs/RSUs
exceeding 1% of the issued capital during the year under
review.

26. AUDIT AND AUDITORS:

26.1. Statutory Auditors:

At the 33rd (Thirty Third) Annual General Meeting
("AGM") held on 01 July 2024, the Members approved
the re-appointment of S.R. Batliboi & Associates LLP,
Chartered Accountants (ICAI Firm Registration No.
101049W/E300004), as the Statutory Auditors of
the Company for a second term of five consecutive
years, commencing from the conclusion of the said
AGM until the conclusion of the 38th (Thirty Eighth)
AGM of the Company.

26.2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with Regulation 24A(1) of
the SEBI (LODR) Regulations, M/s. MKS & Associates,
Practicing Company Secretaries, a Peer Reviewed Firm
(Firm Registration No. S2017TL460500) have been
appointed as the Secretarial Auditors of the Company
for a term of five consecutive years, commencing
from the conclusion of the 34th (Thirty Fourth) Annual
General Meeting until the conclusion of the 39th
(Thirty Ninth) Annual General Meeting to be held in the
year 2030.

26.3. Internal Auditors:

The Board has re-appointed KPMG Assurance and
Consulting Services LLP ("KPMG") (Firm Registration
No. 101248W/W-100022) as the co-sourced Internal
Auditors of the Company. KPMG shall assist the
management in conducting internal audits of identified
areas, as approved by the Audit Committee of the
Board, in accordance with the terms of engagement
entered into with the Company.

27. AUDITORS' REPORT AND SECRETARIAL AUDITORS'
REPORT:

27.1. Statutory Auditor's Report:

The Notes to the Financial Statements referred to in
the Statutory Auditors’ Report are self-explanatory
and do not call for any further comments. The
Statutory Auditors’ Report does not contain any
qualification, reservation, adverse remark, or
disclaimer. The said Report forms part of the Financial
Statements included in this Annual Report.

27.2. Secretarial Auditors' Report:

The Company has undertaken Secretarial Audit for
FY 2026 in compliance with the provisions of the Act
and the SEBI Listing Regulations. The Secretarial
Audit Report for the financial year ended 31 March
2026 does not contain any qualification, reservation,
or adverse remark and forms part of this Report as
Annexure 10.

Secretarial Audit Report of Material Subsidiary:

The Secretarial Audit Report issued by Mr. Manish
Kumar Singhania of M/s MKS & Associates, Company
Secretaries, (Membership No. ACS 22056 CP No.
8068) for Cyient DLM Limited, a material Indian listed
subsidiary for the FY 2026 is enclosed to this Report.
Kindly refer to Annexure 11.

27.3. Instances of fraud reported by the Auditors:

During the year under review, the statutory auditors
and the secretarial auditors have not reported any
instances of frauds committed in the Company by
its Officers or Employees under section 143(12)

of the Act to the Central Government or the Audit
Committee of the Company.

27.4. Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for FY
2026, covering all applicable compliances under the
SEBI Regulations and the circulars/guidelines issued
thereunder, has been duly obtained by the Company.

The said Annual Secretarial Compliance Report,
issued by Mr. Manish Kumar Singhania of M/s MKS
& Associates, Company Secretaries, (Membership
No. ACS 22056 CP No. 8068), Company Secretaries,
shall be submitted to the Stock Exchanges within the
prescribed timeline of 60 days from the end of the
financial year.

28. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1)
of the Act are not applicable for the business activities
carried out by the Company.

29. SECRETARIAL STANDARDS

The Company has established appropriate systems
and processes to ensure compliance with all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India. These systems are considered
adequate and are operating effectively to ensure
continuous compliance with the prescribed requirements.

30. ANNUAL RETURN

In accordance with the provisions of the Companies
Act, 2013, a copy of the Annual Return in the prescribed
form as on 31 March 2026 is available on the Company’s
website. The web-link for the same has been disclosed
separately at the end of this Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Cyient remains committed to "Designing a Sustainable
Tomorrow Together" by embedding environmental,
social, and governance (ESG) considerations across its
value chain, including operations, suppliers, customers,
and communities. The Company continues to focus on
driving sustainable practices, promoting circularity, and
creating long-term social and environmental value for the
broader ecosystem.

In pursuance of Regulation 34 of the SEBI Listing
Regulations, the Business Responsibility and
Sustainability Report describing the initiatives taken
by the Company from an environmental, social and
governance perspective is enclosed to this Report. Kindly
refer to Annexure 1. The web-link for the same has been
disclosed separately at the end of this Report.

32. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI Listing Regulations, a Report on Management
Discussion & Analysis is enclosed to this Report. Kindly refer to Annexure 4.

33. CORPORATE GOVERNANCE:

The Company remains committed to upholding the highest standards of Corporate Governance and continuously adopting
best governance practices. The Corporate Governance Report, prepared in accordance with the Corporate Governance
requirements prescribed under the SEBI Listing Regulations, forms part of this Annual Report. Kindly refer to Annexure 7.

The Report also provides detailed information on the various Committees of the Board. The certificate issued by the
Auditors confirming compliance with the conditions of Corporate Governance is enclosed as Annexure 6.

34. PARTICULARS OF EMPLOYEES:

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

1. Disclosures as per Rule 5(1):

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

ii. Non-Executive/ Independent Directors:

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

Note:

* The appointments were made during late FY 2025 and FY 2026; as such there is no comparable figure for
previous year.

b. The percentage increase in the median remuneration of employees in the financial year: (5. 44%)

c. The number of permanent employees on the rolls of Company: 11,417

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

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company confirms that the remuneration paid is in accordance with its Remuneration Policy.

f. The key parameters for any variable component of remuneration availed by the executive directors:
As per the resolution passed by the shareholders in the annual general meeting held on 21 June, 2023.

i. Disclosures as per Rule 5(2):

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 sub-annexure forming part of this report. Further, the report and the financial statements
are being sent to the members excluding the aforesaid sub-annexure. In terms of Section 136 of the Act,
the said sub-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 at company.secretary@
cyient.com.

35. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED:

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

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

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the FY 2026.

The Company follows a zero-tolerance approach towards sexual harassment and is committed to providing a safe, inclusive,
and respectful workplace across its global operations. In line with the POSH Act and applicable laws, it has implemented a
Global Policy on Prevention of Sexual Harassment and constituted Internal Committees ("ICs") to address complaints in a
fair, confidential, and timely manner. Multiple reporting channels are available to facilitate easy reporting of concerns, and
appropriate corrective and disciplinary actions are taken based on the outcome of investigations.

The Company also conducts regular awareness and training programmes to strengthen prevention and sensitisation across
all levels of the organisation.

The detailed Policy on Prevention of Sexual Harassment is available on the Company’s website, and the web-link for the
same has been disclosed separately at the end of this Report.

The following is the summary of the complaints received and disposed off during the FY 2025-26:

(a) No. of Complaints Received:3

(b) No. of complaints disposed: 2 ( 1 complaint resolved after 31 March 2026)

(c) No. of cases pending for more than Ninety Days: 0

37. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE RELATING TO THE PROVISIONS OF THE
MATERNITY BENEFIT ACT, 1961

During the year the Company has been in compliance with the provisions relating to the Maternity Benefit Act, 1961.

38. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS
There were no such incidents during the FY 2026.

39. SIGNIFICANT AND MATERIAL ORDERS:

No orders have been passed by any regulators, courts, or tribunals which would have an impact on the Company’s going
concern status or its future operations

40. DECLARATION BY THE CEO

Pursuant to the provisions of Regulation 17 of the SEBI Listing Regulations, a declaration by the CEO of the Company
declaring that all the members ofthe board and the senior management personnel ofthe Company have affirmed compliance
with the Code of Conduct of the Company is enclosed to this report. Kindly refer to Annexure 8.

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI Listing Regulations is enclosed to this report.
Kindly refer to Annexure 9.

41. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2026.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2026.

43. UNCLAIMED DEMAT SUSPENSE ACCOUNT

The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report.

44. WEB-LINKS OF VARIOUS POLICIES:

As required by the Act and the SEBI Listing Regulations, your Company provides the weblinks are provided herewith:

45. ACKNOWLEDGEMENTS

The Board of Directors extends its sincere gratitude to the Company’s customers, shareholders, vendors, and bankers
for their continued support during the year. The Board also places on record its deep appreciation for the dedication and
contribution of employees at all levels. The Company’s consistent growth has been made possible by their hard work,
cooperation, and commitment.

The Directors would like to make a special mention of the valuable support received from 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, the Ministry of Corporate Affairs/Registrar of Companies, the Securities and
Exchange Board of India, the Stock Exchanges, and other regulatory authorities. The Board looks forward to their continued
support in the Company’s future endeavours.

For and on behalf of the Board
M.M. Murugappan Krishna Bodanapu

Hyderabad Non-Executive Chairman Executive Vice-Chairman & Managing Director

23 April 2026 DIN:00170478 DIN:00605187