Cyient Ltd

<dhhead>BOARD'S REPORT</dhhead>

Dear members,

Your directors take pleasure in presenting the Thirty Second (32^nd) Board’s Report on the business and operations of your Company (the "Company" or "Cyient"), along with the audited financial statements for the FY ended 31 March 2023. 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. 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 2023.

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:

1 Final Dividend was recommend by the Board of Directors at its Meeting held on 20 April 2023 which is subject to approval of the shareholders of the Company in the ensuing Annual General Meeting of the Company.

4. EARNINGS PER SHARE (EPS):

The Basic EPS of the Company stood at Rs 32.44 at standalone level and basic EPS at consolidated level stood at Rs 47.03 for the FY ended 31 March 2023.

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 2023, your Company had liquid assets of Rs 4,731 Million as against Rs 11,772 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 FY 2023 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 2023:

Your Company has allotted in aggregate 257,590 equity shares of Rs 5 each in the FY 2023 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.

9. SUBSIDIARIES AND JOINT VENTURES:

The details of the subsidiaries and joint venture (JV) company have been provided as part of the financial statements. During the year, there has been no material change in the nature of the business of the subsidiaries and 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.

Further, Cyient DLM Limited (Cyient DLM) - the wholly owned subsidiary of the company is proposing an initial public offering of its equity shares of up to Rs 7,400.00 million (the "Issue") in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The Draft Red Herring Prospectus (DRHP) of Cyient DLM was filed with SEBI on January 9, 2023 and SEBI issued its final observation letter on the DRHP on 29 March 2023..

In June 2022, the company acquired Celfient - Consultoria Em Telecomunicacoes, SA, a Portugal based company through Cyient Europe Limited, its wholly owned subsidiary.

In April 2022, the company acquired Citec to expand its footprint in the Nordic countries of Finland, Norway and Sweden and in Germany and France through Cyient Europe Limited, its wholly owned subsidiary. The company also acquired Citec Engineering India Limited in India. Citec is a plant and product engineering services company. Celfinet provides engineering and operations services for wireless (macro and small cells) deployment.

In April 2022, the company acquired Grit Consulting, Singapore, through Cyient Singapore Pvt Ltd, a wholly owned subsidiary. Grit is a global performance improvement design consultancy that provides consulting services with a core focus on asset intensive industries such as metal mining and energy.

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 value chain, from our operations to our suppliers, clients, and the communities in which we operate. 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 A. The web-link for the same has been disclosed separately at the end of this report.

11. CORPORATE SOCIAL RESPONSIBILITY:

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 have an 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 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. Cyient is guided by its CSR committee and CSR Policy and vision. The Company has formed a CSR committee (designatedas 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 4 pillars i.e.,

a) Education & IT Literacy - School Education, Digital / IT Literacy;

b) Skills & employment, Innovation & Entrepreneurship - Women Empowerment, School of Innovation and Entrepreneurship;

c) Preventive Health Care, Sanitation & Hygiene - Health care and WASH Facilities, Disaster Relief and Rehabilitation;

d) Environmental Protection & Community Development - Promotion of Greenery, Water Conservation and Renewable Energy;

During the Financial year 2022-23, the Company has spent an amount of Rs 81,236,741 in pursuance of CSR Activities. The details of the CSR initiatives of the Company forms part of the annual report. The CSR Annual Report is enclosed to this report. Kindly refer to Annexure D.

The details of the 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:

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:

The 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 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.

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. 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.

12.6. 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. Changes in the composition of Board of Directors:

Your Company has reorganized Executive Leadership to Accelerate Technology Led Growth and made certain changes to the Board composition as follows:

12.7.1. Appointments/Re-appointments and Change in Designation (Including those made after the end of financial year and the date of this report):

12.7.1.1. Mr. Krishna Bodanapu (DIN: 00605187): Mr. Krishna Bodanapu, was serving as the MD and CEO of the Company. He has been appointed and re-designated as Executive Vice-Chairman and MD of the Company for a period of 3 years w.e.f. 3 April 2023, subject to confirmation of the same by the shareholders in the ensuing AGM. The details of the same forms part of the notice convening the AGM.

12.7.1.2. Mr. Karthikeyan Natarajan (DIN: 03099771) Mr. Karthikeyan Natarajan was serving as an Executive Director and COO of the Company. He has been appointed and re-designated as an Executive Director and CEO of the Company for a period of 3 years w.e.f. 3 April 2023, subject to confirmation of the same by the shareholders in the ensuing AGM. The details of the same forms part of the notice convening the AGM.

12.7.2. Retirements and resignations during the financial year:

12.7.2.1. Mr. Alain De Taeye (DIN: 03015749), Non-Executive - Non-Independent Director stepped down as Director from the Board w.e.f. 3 June 2022;

12.7.2.2. Amb. Vinai Kumar Thummalapally (DIN: 07797921), Independent Director of the Company retired from Board of Directors on completion of his term (i.e. w.e.f. 3 June 2022).

12.7.2.3. Mr. Ajay Aggarwal (DIN: 02565242) retired as Executive Director w.e.f. 2 March 2023.

12.7.3. Re-Appointments (Director liable to retire by rotation):

The following directors retire by rotation and being eligible, offer themselves for re-appointment in the ensuing AGM:

12.7.3.1. Mr. Krishna Bodanapu (DIN: 00605187); and

12.7.3.2. Mr. Karthikeyan Natarajan (DIN: 03099771);

12.7.4. Re-appointment of Independent Director:

12.7.4.1. Mr. Ramesh Abhishek (DIN: 07452293) is proposed to be appointed for a second term of 5 years in the ensuing AGM. The details of the same form part of the notice convening the AGM.

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.

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

12.8.1. 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 2023:

12.8.2. Changes in composition of KMP:

There was no change in the composition of the KMP for the FY 2023.

12.8.2.1. Changes in composition of KMP after the end of financial year and the date of this report:

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

12.8.2.1.2. Mr. Karthikeyan Natarajan has been appointed as the CEO effective 3 April 2023;

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

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

12.9. Summary of Changes after the end of the financial year and the date of this report in the board of directors and KMP:

* Subject to confirmation of appointment in the ensuing AGM.

** Retired as CFO.

The details about the composition of board, KMP and the committees of the board can be found at the Report of Corporate Governance, which forms part of this report.

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.

14. BOARD MEETINGS DURING THE YEAR:

During the FY 2023, Nine (09) 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. In addition to greater board accountability, evaluation of board members helps in:

• More effective board processes;

• Better collaboration and communication;

• Greater clarity with regard to members’ roles and responsibilities; and

• Improved Chairman - Managing Director - Board relations;

By focusing on the board as a team and on its overall performance, the Company ensures that communication and overall level of participation and engagement also improves.

In order to facilitate the same, the board undertook a formal board assessment and evaluation process during 2022-23. The board evaluation was performed after seeking inputs from all the directors and included criteria such as the board composition and structure, effectiveness of board processes, information and functioning as provided by the Guidance Note on Board Evaluation issued by the SEBI on 5 January 2017.

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

• Peer and self-evaluation of Directors;

• Evaluation of the performance and effectiveness of the board;

• Evaluation of the performance and effectiveness of Board Committees;

• Evaluation of the performance of the Non-Executive Chairman;

• Evaluation of the performance of the MD & CEO

• Feedback on management support to the Board;

The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also sought feedback on board and committee charters, strategy, risk management and quality of discussion and deliberations at the board. The evaluation process also ensures the fulfilment of independence criteria as specified in the applicable regulations and that the latter are independent of the management.

16. COMMITTEES OF THE BOARD:

As required under the provisions of the Act and the SEBI Listing Regulations, as on 31 March 2023, 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 and Diversity and Inclusion Committee);

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the various committees (including non-mandatory committees not mentioned here) 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 6 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.

18.2. Secretarial Auditors:

The Board has appointed Mr. S. Chidambaram (CP No.2286) as the Secretarial Auditors for the financial year ended 31 March 2023.

18.3. Internal Auditors:

M/s KPMG are the internal auditors of the Company for the financial year ended 31 March 2023.

19. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

19.1. Auditor's Report:

The Auditors’ Report for Financial Year 2023 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

19.2. Secretarial Auditors' Report:

The Company has undertaken an audit for the Financial Year 2023 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditors’ Report for FY 2023 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended 31 March 2023 is enclosed to this report. Kindly refer to Annexure G.

The Secretarial Audit Report issued by Mr. S. Chidambaram, Secretarial Auditors (CP No.2286) for Cyient DLM Private Limited, a material unlisted subsidiary for the Financial Year 2023 is enclosed to this report. Kindly refer to Annexure H.

19.3. Instances of fraud reported by the Auditors:

During the FY 2023, the statutory auditors 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 Companies Act.

19.4. Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2023 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. S. Chidambaram, practicing company secretary (CP No.2286) will be submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

20. 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.

21. 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 J. The web-link for the same has been disclosed separately at the end of this report.

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.

22. 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 I.

23. 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 C.

24. 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.

25. 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 utilised by the recipient are provided in the Standalone Financial Statements. (Kindly refer note 24 to the Standalone Financial Statements).

26. RELATED PARTY TRANSACTIONS

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 B. Reference is also made to Note No. 24 of standalone financial statements.

27. ANNUAL RETURN:

In accordance with the Act, a copy of the annual return in the prescribed form as on March 31, 2023 is available on the Company’s website. The web-link for the same has been disclosed separately at the end of this report.

28. 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:

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:

ii) Non-Executive/ Independent Directors:

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

c) The percentage increase in the median remuneration of employees in the financial year: 13.57%

d) The number of permanent employees on the rolls of Company: 12,014

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 average annual increase was around 8.64% and the average annual increase of managerial personnel 6%.

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.

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 whole-time 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 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.

29. 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.

30. 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.

31. 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 2023.

List of Initiatives under POSH for 2022-23

• 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 Virtual platforms and also through other business monthly meetings. Awareness and sensitization continue during Induction of associates.

• Awareness worked out creatively through "Theater Play" and Musical Platforms making it more interesting for associates to watch and understand in the digitally.

• POSH panel have been nominated for training in various national and state level forums (NHRD, NASSCOM and CII)

• Further, the Company has introduced mandatory POSH Course for all the new joiners in Dcafe (L&D portal). A new module to the course has been introduced from the FY 23 onwards.

• For DLM, a session specifically for all the blue collared employees in Hyderabad campus on POSH awareness was held during the year.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed off during the FY 2022 - 23:

(a) No. of Complaints Received: 1

(b) No. of complaints disposed: 1

(c) number of complaints pending as on end of the financial year: Nil

32. 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.

33. 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 F.

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 E.

34. 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.

35. 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 K.

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 L.

36. 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.

37. 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.

38. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2023.

39. 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 2023.

40. WEB-LINKS OF VARIOUS POLICIES:

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

41. ACKNOWLEDGMENTS

The board of directors expresses 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.