Cyient Ltd

Dear members,

Your Directors take pleasure in presenting the Thirty Fourth (34th) 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 2025. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required in the 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. 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.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

Your Company has declared dividends in line with the dividend distribution policy of the Company. Details of dividend declared by the Company are as follows:

*Final Dividend has been recommended by the Board of Directors at its Meeting held on 24 April 2025. The payment of final dividend is subject to approval of the shareholders of the Company in the ensuing AGM of the Company.

The Company has fixed 4 July, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for FY25.

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

4. EARNINGS PER SHARE (EPS):

The Basic EPS of your Company stood at 102.20 at standalone level and 55.95 at consolidated level for the FY ended 31 March 2025.

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 2025, your Company had liquid assets of 9,700 Million as against 4,636 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 were outstanding as on the date of the balance sheet.

8. SHARE CAPITAL:

No such shares were issued during the FY 2025.

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:

There were no issue of sweat equity shares during the FY 2025.

(e) Issue of Bonus Shares:

No Bonus Shares were issued during the FY 2025.

(f) Buy-back of Shares:

No shares were bought back during the FY 2025.

9. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the applicable provisions of the Act, Regulation 33 of SEBI Listing Regulations and in accordance with the

Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, the Company has prepared the consolidated financial statements of the Company.

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

The status of subsidiaries, associates and joint ventures as at 31 March 2025 is published as a part of the Annual Report.

The details of ‘Material Subsidiaries' are published in the Report on Corporate Governance, which forms part of this Annual

Report. The list of group companies are provided in AOC-2, kindly refer to Annexure 3.

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:

In terms of the order dated 12 July 2024 passed by the Regional Director (South Eastern Region) of the Ministry of Corporate Affairs, Government of India, the Scheme of Amalgamation of Citec Engineering India Private Limited with Cyient Insights Private Limited has been approved. Both entities are wholly owned subsidiaries of the Company. The appointed date for the Amalgamation was 1 November 2023.

At a meeting of Board of Directors on 20 August 2024, the Company had considered and approved the sale of up to 1,14,99,390 equity shares i.e. approximately 14.50% of the total outstanding equity shareholding in its subsidiary, Cyient DLM Limited ("Cyient DLM"), by way of a share sale utilising the block deal window mechanism provided by the stock exchanges (in one or more tranches) in terms of the applicable framework at a price in line with the SEBI Circular dated October 26, 2017 bearing reference number CIR/MRD/DP/118/2017 ("Transaction"). The transaction was duly completed on 21 August 2024.

Company has incorporated ‘Cyient Semiconductors Private Limited', a wholly owned subsidiary on 23 August 2024 in India.

Company has incorporated ‘Cyient Project Management Consultancy -LLC - S.P.C', a wholly owned subsidiary on 23 September 2024 in UAE.

Company has incorporated ‘Cyient Semiconductors Inc', a step down subsidiary on 16 October 2024 in USA.

The Company has made investment in Azimuth AI, Inc., in the USA through the step-down subsidiary viz. Cyient Semiconductors Inc, which is a wholly owned subsidiary of Cyient Semiconductors Private Limited.

The Company has acquired Abu Dhabi & Gulf Computer Est., in the Abu Dhabi through the step-down subsidiary viz., Cyient Project Management Consultancy - L.L.C in Abu Dhabi.

Cyient, Inc., a wholly-owned subsidiary of the Company in the US, has converted from a California corporation to a Delaware corporation.

Company has incorporated ‘Cyient Semiconductors Europe Private Limited', a step down subsidiary on 15 January 2025 in UK.

On October 04, 2024, the Company through it's subsidiary Cyient DLM Inc., USA acquired 100% of the shares of Altek Electronics Inc, USA an electronic manufacturing services provider in the United States.

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.

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".

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 long-term 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 also 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 delivered 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 2025, the Company has spent an amount of 72 Million 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.

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

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.

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.

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.

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 the proficiency). The Company has imparted necessary familiarization programme to the newly inducted independent director.

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).

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.

The Leadership, Nomination & Remuneration

Committee of the Company has formulated the criteria for determining qualifications, positive attributes and independence of Directors, in terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing

Regulations. The same can be accessed at the Company's website. The web-link for the same has been disclosed separately at the end of this report.

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

(a) Ms. Debjani Ghosh (DIN: 07820695) was appointed as an Independent Director of the Company for a period of 3 years with effect from 23 January 2025;

(b) Mr. Sukamal Banerjee (DIN: 10535670) was appointed as an Executive Director and CEO for a period of 5 years with effect from 19 February 2025.

AGM: (a) AGM 2024:

At the previous AGM held on 01 July

2024, the following Directors who retired by rotation and being eligible, offered themselves for re-appointment as a director, liable to retire by rotation and were appointed as Directors of the from Company secretary in practice: Company: i. Mr. BVR Mohan Reddy (DIN: 00058215); and ii. Mr. MM Murugappan (DIN: 00170478);

(b) AGM 2025:

Mr. Krishna Bodanapu (DIN: 00605187) who retires by rotation and being eligible, positive attributes, offers himself for re-appointment as a director liable to retire by rotation.

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: i. Mr. Karthikeyan Natarajan resigned as an Executive Director and CEO of the

Company with effect from 23 January 2025;

ii. Mr. Ramesh Abhishek resigned as an Independent Director of the Company with effect from 22 May 2024. Mr. Ramesh Abhishek has confirmed that he has resigned to balance his professional and personal commitments and there are no other material reasons for the same.

(b) Changes in office of KMP: (i) Appointments:

Mr. Sukamal Banerjee (DIN: 10535670) was appointed as an Executive Director and CEO for a period of 5 years with effect from 19 February 2025.

Mr. Karthikeyan Natarajan (DIN: 03099771) resigned as an Executive Director and CEO of the Company with effect from 23 January 2025.

Following are the SMP of the Company in accordance with the provisions of the SEBI Listing Regulations (other than those already designated as KMP in the paragraph above):

Changes in the SMP during the FY 25 are as follows:

* Mr. K.A. Prabhakaran was appointed as Senior Vice- President & Chief Technology Officer effective 10 March 2025 in place of Mr. Rajaneesh Kini Ramananda; The details about the composition of the board, KMP, SMP and the committees of the board can be found at the Report on Corporate Governance, which forms part of this report.

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 Boards'

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.

During the FY 2025, Eight (8) 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.

The Company has organized the Board Evaluation process of the performance of the Board, Board Committees, Directors including Executive Directors, Independent Directors, and the Chairperson. The Board Evaluation process was based on an internal questionnaire circulated among the Directors with regard to the performance evaluation of the Board, the Committees, the Directors as Executive Directors, Independent Directors and the

Chairperson. The Independent Directors have carried out the performance evaluation of the Chairperson.

The Details of the evaluation undertaken can be found at the Report on Corporate Governance, which forms part of this report.

As required under the provisions of the Act and the SEBI

Listing Regulations, as on 31 March 2025, 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.

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.

At the 33^rd (Thirty Third) AGM held on 01 July

2024, the members had approved the reappointment of S.R. Batliboi & Associates LLP,

Chartered Accountants, (ICAI Firm Registration

Number 101049W/E300004) as the Statutory Auditors of the Company for a second term, to hold office for a period of five years from the conclusion of that AGM till the conclusion of the

38 (Thirty Eighth) AGM.

In terms of section 204 of the Act read with Regulation 24A(1) of SEBI (LODR) Regulations, and based on the recommendation of the Audit Committee, the Board of Directors have approved and recommends the appointment of

M/s. MKS & Associates, a peer reviewed firm Practicing Company Secretaries (Concern No. S2017TL460500) as the Secretarial Auditors of the Company at the ensuing AGM for a term of 5 (five) consecutive years commencing from the conclusion of this 34^th (Thirty fourth) Annual General Meeting until the conclusion of 39^th

(Thirty ninth) Annual General Meeting to be held in the year 2030.

The Board has re-appointed KPMG Assurance and Consulting Services LLP (‘KPMG') (FRM-

101248W/W-100022) as co-sourced Internal

Auditors of the Company. KPMG will support the management in performing internal audits of select areas as approved by the Audit Committee of the Board and based on the engagement letter signed with the Company.

The Notes on 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 Report is enclosed to the financial statements in this Annual Report.

The Company has undertaken an audit for the FY 2025 as required under the Act and the SEBI

Listing Regulations. The Secretarial Auditors' Report for FY 2025 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended 31 March 2025 is enclosed to this report. Kindly refer to Annexure 10.

Secretarial Audit Report of Material listed Subsidiary:

The Secretarial Audit Report issued by Mr. Manish Kumar Singhania, (Membership Number: 22056 and CP Number: 8086) of M/s MKS & Associates, Company Secretaries, for Cyient DLM Limited, a material Indian listed subsidiary for the FY 2025 is enclosed to this report. Kindly refer to Annexure 11.

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.

The Annual Secretarial Compliance Report for the FY 2025 for all applicable compliances as per the SEBI Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Krishna Mohan (Membership Number: 46514 and CP

Number: 16957) of M/s Krishna Mohan and Associates, Company Secretaries, has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

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

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 behavior. It also provides for adequate safeguards against the victimization 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.

The Company has the following ESOP/RSU Schemes, framed in accordance with and in compliance with the SEBI (SBEB & SE) Regulations:

Associate Stock Option Plan 2015;

• Associate Restricted Stock Units Scheme 2020;

• Associate Stock Option Scheme 2021;

• Associate Stock Option Plan 2023;

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. There are no material changes in the ESOP/RSU Schemes of the Company and they are in compliance with the Regulations.

No individual associate was granted ESOP/RSUs more than 1% during the year.

Disclosures pursuant to SEBI (SBEB & SE) Regulations is hosted and available on the Company's website and the same is available for electronic inspection by the Members during the AGM. The web-link for the same is https:// www.cyient.com/hubfs/2025/Investors/Resource%20 Center/ESOP_Table_-_Annual_Report_2025.pdf.

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.

The particulars relating to conservation of energy, 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.

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.

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 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.

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 5B to the Standalone Financial Statements).

The Company has complied with the provisions of section 188(1) of the Act dealing with related party transactions.

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.

In accordance with the Act, a copy of the annual return in the prescribed form as on 31 March 2025 is available on the Company's website. The web-link for the same has been disclosed separately at the end of this report.

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)forthe Rules, 2014 are as follows:

*Mr. Debjani Ghosh was appointed as director during FY 2025 and therefore there is no comparable figure for previous year *Mr. Sukamal Banerjee was appointed as Executive Director & CEO during FY 2025 and therefore there is no comparable figure for previous year c) The percentage increase in the median remuneration of employees in the financial year:3.92% d) The number of permanent employees on the rolls of Company: 11,884 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:

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.

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.

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.

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.

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 2025.

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.

POSH street acts in all locations pan india for better visual impact of the subject

POSH awareness for third party associates scheduled Pan India to ensure fair communication in accordance to our Cyient Value ‘s The following is the summary of the complaints received and disposed off during the FY 2024-25: (a) No. of complaints received: 3 (b) No. of complaints disposed: 3 (c) No. of complaints pending as on end of the financial year: 0

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.

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.

There were no such incidents during the FY 2025.

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and

Company's operations in future.

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.

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.

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.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2025.

The Company has not made any such valuation during the FY 2025.

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

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

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.

In this report and the annexures thereon, unless otherwise stated, the words and expressions shall have the following meaning and/or expansions: