The directors take pleasure in presenting the Thirty Third (33^rd) Board’s Report on the business and operations of the Company (the "Company" or "Cyient"), along with the audited Financial Statements for the FY ended 31 March 2024. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required in the report.

1. FINANCIAL HIGHLIGHTS:

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. It engages with customers across their value chain helping to design, build, operate and maintain the products and services that make them leaders and respected brands in their industries and markets. Customers draw on the Company’s expertise in engineering, manufacturing, and digital technology to deliver and support their next-generation solutions that meet the highest standards of safety, reliability and performance.

Your Company provides engineering, manufacturing, geospatial, network and operations management services to global industry leaders. It delivers innovative solutions that add value to businesses through the deployment of robust processes and state-of-the-art technology. The Company’s high-quality products and services help clients leverage market opportunities and gain competitive advantage.

There has been no change in the nature of business of the Company during the FY 2024. The summary of your Company’s performance is as follows:

3. DIVIDEND:

In terms of regulation 43A of SEBI Listing Regulations, the Company has formulated and uploaded dividend distribution policy on its’ corporate website. The web-link for the same has been disclosed separately at the end of this report.

Details of dividend declared by the Company are as follows:

A final dividend has been recommend by the Board of Directors at its Meeting held on 25 April 2024. The payment of final dividend is subject to approval of the shareholders of the Company in the ensuing Annual General Meeting.

4. EARNINGS PER SHARE (EPS):

The Basic EPS of our Company stood at ? 45.33 at standalone level and basic EPS at consolidated level stood at ? 62.24 for the FY ended 31 March 2024.

5. TRANSFER TO RESERVES:

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

6. LIQUIDITY:

The Company continues to be debt-free and maintains sufficient cash reserves to meet its operations and strategic objectives. As at 31 March 2024, Your Company had liquid assets of ? 4,636 Million as against ? 4,731 Million at the previous year end. These funds have been invested in short-term deposits with scheduled banks & financial institutions, mutual funds, perpetual bonds and tax-free bonds.

7. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during the year under review and as such, no amount on account of principal or interest on deposits from public 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 2024:(a) 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:

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

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

(c) Issue of Sweat Equity Shares:

There was no issue of sweat equity shares during the FY 2024.

(d) Issue of Bonus Shares:

No Bonus Shares were issued during the FY 2024.

(e) Buy-back of Shares:

No shares were bought back during the FY 2024.

9. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:As at 31 March 2024, the status of subsidiaries, associates and joint ventures are as follows:

Initial Public Offering of Equity shares of the Subsidiary, Cyient DLM Limited:

The Board of Directors of the subsidiary company, Cyient DLM Limited had approved the proposal of the initial public issue of equity shares of up to ? 7,400 million.

The initial public offer of the said company, comprising fresh issue of 2,23,64,653 equity shares aggregating to ? 5,920.00 million opened for subscription (opened and closed on 26 June 2023 for anchor investors) on 27 June 2023 and closed on 30 June 2023. The Issue Price for the equity shares of ? 10 each was fixed at ? 265 per equity share.

Cyient DLM Limited had also undertaken a Pre-IPO Placement of 4,075,471 Equity Shares aggregating to ? 1,080.00 million.

The said company received listing and trading approvals from BSE and NSE on 7 July 2023. The equity shares were listed on the Stock Exchanges on 10 July 2023.

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.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Cyient is committed to 'Design a Sustainable Tomorrow Together’ and to integrating environmental, social, and governance (ESG) considerations throughout the whole value chain, from operations to suppliers, clients, and the communities in which operates. We are dedicated to working together to ensure consistency throughout, concentrating on circularity, and producing social value that will benefit the ecosystem in the long run.

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.

11. CORPORATESOCIALRESPONSIBILITY:

Our commitment to CSR stems from Cyient and its subsidiaries abiding concern for society and environment. A concern captured in the words of the Founder, Dr. BVR Mohan Reddy: "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" creating shareholder value consistently".

Your Company believes in giving back to society in some measure that is proportionate to its success in business. In view of this, the Company’s Corporate Social Responsibility (CSR) aims to extend beyond charity and enhance social impact.

Cyient’s '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 healthcare, smart villages, skill development, and education, we foster longterm sustainable community development, and drive growth initiatives that aim to make a meaningful impact in people’s lives.

Cyient’s CSR activities are spearheaded by the Cyient Foundation and Cyient Urban Micro Skill Centre Foundation. At times, we may work with NGOs, Trusts, government bodies, educational institutions, other corporates & industry associations and other suitable implementing organizations as implementing partners for its CSR programs.

Cyient is guided by its ESG 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 & Entrepreneurship

During the Financial year 2024, the Company has spent an amount of ? 11,50,51,902 in pursuance of its’ CSR Activities. The details of the CSR initiatives of

the Company form part of the annual report. The CSR Annual Report is enclosed to this report. Kindly refer to Annexure 5.

The details of the ESG Committee can be found at the Report of Corporate Governance, which forms part of this report. The CSR Policy of the Company can be accessed at the Company’s website. The web-link for the same has been disclosed separately at the end of this report.

12. BOARD OF DIRECTORS, KMP AND SMP:12.1. Board of Directors:

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or under the SEBI Listing Regulations.

12.2. Board Diversity:

Your Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

12.3. Independent Directors:

As a policy, the Company believes that independent directors comprise at least 50% of the board strength. Mr. Vivek Narayan Gour has been nominated as Lead Independent Director. He acts as a liaison between the non-executive directors and the management and performs such other duties as the Board/ Independent Directors may decide from time to time. None of the independent directors is related to the promoters and/ or promoter group.

12.4. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.

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

It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant

expertise and experience (including proficiency). The Company has imparted necessary familiarization programme to the newly inducted independent director.

12.6. Registration of Independent Directors in Independent Directors Databank:

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

12.7. 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.

12.8. Changes in the composition of Board of Directors:

Your Company made certain changes to the Board of composition of Board of Directors as follows:

(i) Appointments:

(a) Mr. Nitin Prasad (DIN: 05261866) was appointed as an independent director of the Company for a period of 3 (three) years with effect from 22 September 2023;

(b) Mr. Krishna Bodanapu (DIN: 00605187) was appointed and re-designated as the Executive Vice Chairman and Managing Director in the Annual General Meeting held on 21 June 2023 for a period of 3 (three) years with effect from 3 April 2023;

(c) Mr. Karthikeyan Natarajan (DIN 03099771) was appointed and redesignated as the Executive Director and Chief Executive Officer in the Annual General Meeting held on 21 June 2023 for a period of 3 (three) years with effect from 3 April 2023

(ii) Re-appointment:

(a) Mr. Ramesh Abhishek (DIN: 07452293) was re-appointed as an Independent Director in the Annual General Meeting held on 21 June 2023 for a period of 5 (five) years with effect from 12 August 2023;

(iii) Retirements and re-appointments at the Annual General Meeting (AGM):(a) AGM 2023:

At the AGM held on 21 June 2023, the following directors who retired by rotation and being eligible, offered themselves for reappointment as a director liable to retire by rotation were appointed as directors of the Company:

i. Mr. Bodanapu Ganesh Venkat Krishna (DIN: 00605187); and

ii. Mr. Karthikeyan Natarajan (DIN 03099771);

(b) AGM 2024:

The following directors who retire by rotation and being eligible, offer themselves for reappointment as a Director liable to retire by rotation are proposed appointed as directors of the Company:

i. Mr. Muthiah Murugappan Murugappan (DIN: 00170478); and

ii. Mr. Venkat Rama Mohan Reddy Bodanapu (DIN 00058215);

(iv) 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.

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

(a) Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at 31 March, 2024:

(b) Changes in composition of KMP:

(i) Appointments:

(a) Mr. Krishna Bodanapu (DIN: 00605187) was appointed and re-designated as the Executive Vice Chairman and Managing Director in the Annual General Meeting held on 21 June 2023 for a period of 3 (three) years with effect from 3 April 2023;

(b) Mr. Karthikeyan Natarajan (DIN 03099771) was appointed and re-designated as the Executive Director and Chief Executive Officer in the Annual General

Meeting held on 21 June 2023 for a period of 3 (three) years with effect from 3 April 2023

(c) Mr. Prabhakar Atla has been appointed as CFO of the Company effective 21 April 2023;

(ii) Resignations and Retirements:

(a) Mr. Ajay Aggarwal has stepped down from his position of CFO effective 20 April 2023;

(b) Mr. Krishna Bodanapu has stepped down from his position of CEO effective 3 April 2023;

(c) Mr. Karthikeyan Natarajan has stepped down from his position of COO effective 3 April 2023

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the report on Corporate Governance, which forms part of the directors’ report. The web-link for the same has been disclosed separately at the end of this 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.

14. BOARD MEETINGS DURING THE YEAR:

During the FY 2024 five (5) meetings of the board were held, the details of which have been disclosed in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

15. BOARD EVALUATION AND ASSESSMENT:

The Company believes that formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the Company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness.

Further to the above, the Company conducted the Board Evaluation process for the assessment of the performance of the entire Board, individual director performance, performance of the Chairperson and review of management support to the Board. The Board Evaluation process was based on an internal questionnaire circulated among the Chairman, Chief Executive Officer, Independent Directors, Executive and Non-Executive Non- Independent Directors of the Company.

The Company availed the services of an independent consultant, Mehta & Mehta, Practising Company Secretaries for preparing a summary of the responses of the Chairman, Chief Executive Officer, Independent Directors, Executive and Non- Executive NonIndependent Directors to the Questionnaire circulated.

The Board Evaluation Report relying upon the internal questionnaire of the Company was tabled before the Board and the Board took note ofthe key areas ofStrength, areas of attention and recommended actionpoints.

Furthermore, the Company also conducted an internal evaluation of the performance of the Committees of the Board. The responses of the members of each Committee to the questionnaires circulated was discussed bythe Board.

16. COMMITTEES OF THE BOARD:

As required under the provisions of the Act and the SEBI Listing Regulations, as on 31 March 2024, 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)

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the various committees is provided in the report on Corporate Governance, which forms part of this report.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are part of risk management process addressing financial and financial reporting risks. They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records. They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitized and embedded in the business process.

18. AUDITORS:18.1. Statutory Auditors:

At the 28^th (Twenty Eighth) AGM held on 06 June 2019, the members had approved the appointment of S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration Number 101049W/E300004) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 33^rd (Thirty Third) AGM to be held this year.

Re-Appointment of Statutory Auditors in the AGM:

Based on the recommendation of the Audit Committee, the Board of Directors have approved and recommended the reappointment of S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration Number 101049W/E300004) for the 2^nd term of

5 consecutive years till the conclusion of the 38^th AGM.

18.2. Secretarial Auditors:

The Board has re-appointed MKS

6 Associates, Company Secretary (Membership Number: ACS 22056 and CP Number: 8068) as the Secretarial Auditors for the financial year ended 31 March 2025.

18.3. Internal Auditor:

The Board has re-appointed KPMG (FRN 101248W/W-100022) as the Internal Auditors for the financial year ended 31 March 2025.

19. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:19.1. Auditor's Report:

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification,

reservation, adverse remark or disclaimer The Report is enclosed to the financial statements in this Annual Report.

19.2. Secretarial Auditors' Report:

The Company has undertaken an audit for the FY 2024 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditors’ Report for FY 2024 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended 31 March 2024 is enclosed to this report. Kindly refer to Annexure 10.

The Secretarial Audit Report issued by Mr. Manish Kumar Singhania, (Membership Number: 22056 and CP Number: 8068) of M/s MKS & Associates, Company Secretaries, (Membership No. ACS 22056 CP No. 8068) for Cyient DLM Limited, a material Indian subsidiary for the FY 2024 is enclosed to this report. Kindly refer to Annexure 11.

19.3. Instances of fraud reported by the Auditors:

During the year under review, the statutory auditor and the secretarial auditor 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 under section 143(12) of the Act.

19.4. Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the FY 2024 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Manish Kumar Singhania, (Membership Number: 22056 and CP Number: 8068) of M/s MKS & Associates, Company Secretaries, has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

20. SECRETARIAL STANDARDS

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

21. VIGIL MECHANISM

The Company has put in place a Whistle Blower Policy and

has established the necessary vigil mechanism as defined under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimisation of employees who avail of mechanism. No person has been denied access to the Chairman of the audit committee.

The Whistle blower Policy is available on the website of the Company. The web-link for the same has been disclosed separately at the end of this report. The Company has implemented a web based/online mechanism under the whistle blower policy. This mechanism encompasses the entire trail from the login of a complaint to its eventual redressal. The system also affords a dial-in facility to associates in various languages across the countries where the Company has its operations.

22. ESOP:

During the year, the Company had granted options to the associates of the Company and its subsidiaries, in accordance with the SEBI (SBEB & SE) Regulations. Disclosures pursuant to the said regulations are enclosed to this report. Kindly refer to Annexure 12.

Further, a Certificate from the secretarial auditors of the Company as prescribed under SEBI (SBEB & SE) Regulations shall be placed before the members in the AGM.

23. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE 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 13.

24. 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.

25. 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.

26. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS:

Particulars of loans given, investments made, guarantees

given and securities provided along with the purpose for

I. Disclosures as per Rule 5(1):a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:i) Executive Directors:

Note : Mr Nitin Prasad was appointed as director during FY 2024 and therefore there is no comparable figure for previous year Mr. Prabhakar Atla was appointed as CFO during FY 2024 and therefore there is no comparable figure for previous year

c) The percentage increase in the median remuneration of employees in the financial year: 10.84

d) The number of permanent employees on the rolls of Company: 12,770

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

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g) 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

II. Disclosures as per Rule 5(2):

The names of the top ten employees in terms of remuneration drawn and the name of every employee, who:

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or wholetime director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

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 an 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.

30. 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.

31. DETAILS OF MATERIAL SUBSIDIARIES OF THE COMPANY:

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.

32. PARTICULARS RELATING TO THE SEXUALHARASSMENT 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 2023.

List of Initiatives under POSH for 2023-24

• Posh Panel connect every quarter to ensure all the complaints registered are duly discussed with improved approach on building awareness. Further, the Company continues to have the posh committee meetings to enhance the awareness among associates.

• Digital compliance of POSH-100% in the portal.

• Awareness sessions to associates through two Virtual platforms inviting external speakers and also through other business monthly meetings.

• PoSH session

• Know your right session

• For DLM, a session with theatrical play specifically for all the blue collared employees in Hyderabad campus on POSH

• Awareness and sensitization continue during Induction of associates.

• All new associates go through the mandatory POSH dcafe course.

• POSH panel have been nominated for training in various national and state level forums (NHRD, NASSCOM and CII) awareness was held during the year.

The following is the summary of thecomplaints received and disposed of during the FY 2023 - 24:

(a) No. of Complaints Received: 3

(b) No. of complaints disposed: 2

(c) No. of complaints pending as on end of the financial

year: 1

33. 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.

34. CORPORATE GOVERNANCE:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under the SEBI Listing Regulations forms part of the Annual Report. Kindly refer to Annexure 7.

Full details of the various board committees are also provided therein along with Auditors’ Certificate regarding compliance of conditions of corporate governance is enclosed as Annexure 6.

35. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS

There were no such incidents during the FY 2024.

36. SIGNIFICANT AND MATERIAL ORDERS:

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

37. DECLARATION BY THE CEO

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

38. MATERIAL CHANGES & COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which the financial statement relates on the date of this report. The other changes in commitments are provided in the relevant places of the annual report.

39. 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.

40. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2024.

41. 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 2024.

42. UNCLAIMED DEMAT SUSPENSE ACCOUNT

The details of the same can be found at the report on corporate governance, which forms part of this Annual report.

43. WEB-LINKS OF VARIOUS POLICIES:

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

44. ACKNOWLEDGMENTS

The board of directors express their thanks to the Company’s customers, shareholders, vendors and bankers for their support to the Company during the year. We also express our sincere appreciation to the contribution made by employees at all levels. Our consistent growth was made possible by their hardwork, cooperation and support.

Your directors would like to make a special mention of the support extended by the various Departments of the Central and State Governments, particularly the Software Technology Parks of India, Development Commissioners - SEZ, Department of Communication and Information Technology, the Direct and Indirect tax authorities, the Ministry of Commerce, the Reserve Bank of India, Ministry of Corporate Affairs/Registrar of Companies, Securities and Exchange Board of India, the Stock Exchanges and others and look forward to their support in all future endeavours.