Cyient DLM Ltd

Dear Members,

Your directors take pleasure in presenting the Thirty First (31st) Director's Report on the business and operations of your Company, along with the audited financial statements for the Financial Year ended March 31, 2024.

This being the first Annual Report after the Initial Public Offer (IPO) and listing of the equity shares on BSE Limited

(BSE) and National Stock Exchange of India Limited (NSE) (BSE and NSE hereinafter collectively referred to as “Stock

Exchanges”), the Board welcomes all the public shareholders and looks forward to your faith and support in the times to come.

1. Financial Summary and Highlights

Financial Performance

Basic EPS for the year FY24 is 8.42 as against 7.75 in FY 23.

Transfer to Reserves

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

Dividend

The Board does not recommend any dividend for FY24.

Dividend Distribution Policy

Your Company has in place the Dividend Distribution

Policy for the purpose of declaration and payment of dividend in accordance with the provisions of the

Companies Act, 2013 (the “Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the

“Listing Regulations”).

The Dividend Distribution Policy is available on the website of the Company at https://www.cyientdlm. com/hubfs/dlm/investor/corporate-governance/ Cyient_DLM-Dividend_Distribution_Policy.pdf under Investors section.

2. State of Affairs and Material Events

Your Company is a leading Integrated Electronics

Manufacturing Solutions provider that offers Design

Led Manufacturing (DLM) solutions to customers. It takes ownership of design, manufacturing, testing, and certification support to ensure that customers' products meet robust reliability, safety, and performance standards.

Your Company's global presence and a strong commitment to delivering value-driven solutions, has been instrumental in transforming businesses through innovation and technology.

Management Discussion and Analysis Report

Information on the operational and financial performance of the Company is given in the

Management Discussion and Analysis Report, which is annexed to this report and is in accordance with the

Listing Regulations (Annexure - A).

Initial Public Offering

The Board of Directors of your company had approved the proposal of the initial public issue of shares (“Equity Shares”) of up to 7,400.00 million at their meeting held on December 13, 2022.

Pursuant to resolutions passed by the Board of Directors and Shareholders at their meetings dated May 19, 2023 and May 31, 2023, respectively, your Company has, undertaken the Pre-IPO Placement of 4,075,471 Equity Shares aggregating to 1,080.00 million.

The Initial Public Offer of your Company, comprising fresh issue of 22,364,653 equity shares aggregating to 5,920.00 million opened for subscription (on June 26, 2023, closed on June 26, 2023, for anchor investors) on June 27, 2023, and closed on June 30, 2023. The Issue Price for the equity shares of 10 each was fixed at 265 per equity share pursuant to a resolution passed by the Board on July 1, 2023.

Your Company completed its IPO successfully with the issue being over-subscribed 71 times. The Board is gratified and humbled by the faith shown in the Company by its members.

Your Company received listing and trading approvals from BSE and NSE on July 7, 2023. The Equity Shares were listed on the Stock Exchanges on July 10, 2023.

Change in Registered Office

The Board of Directors of your Company approved shifting oftheregisteredoffice, at their meeting held on October 16, 2023. Pursuant to the approval received from the Ministry of Corporate Affairs on November 6, 2023, the registered office of the company was from 3rd floor, Software Units Layout, Infocity, Madhapur, Hyderabad 500 018 to Plot no. 5G, Survey No. 99/1, Mamidipalli Village, GMR Aerospace & Industrial Park, GMR Hyderabad Aviation SEZ Limited, Rajiv Gandhi International Airport, Shamshabad, Hyderabad-500 108.

Setting up of new precision machining facility in Bengaluru

To complement the expanding machining business, your Company's Bengaluru unit was shifted from an existing facility in Rajajinagar, Bengaluru to a new facility in Peenya, Bengaluru. The new facility has a capacity of 60,000 hours per annum, and has been designed for 3x expansion, to elevate the capacity to 180,000 hours per annum with the addition of 20 cutting-edge machines. The new facility has 36,000 sq. ft. of manufacturing area.

Change in the nature of business of the Company

There has been no change in the nature of the business of the Company during FY24.

3. Share Capital

3.1 Particulars of the Share Capital of the Company as on March 31, 2024

3.2 Changes in the Share Capital during FY24 • The Company has issued and allotted 40,75,471 equity shares of 10 each at a premium of 255/- per share aggregating to 1,080 Mn through private placement/preferential basis to Amansa Investments Limited on June 6, 2023.

• The Company has issued and allotted 22,364,653 equity shares of 10 each at a premium of 255/- per share thereby raising 5,920.00 million through an IPO on July 5, 2023.

The Company has taken necessary approvals of the Board and Shareholders for the aforesaid issue of Equity Shares.

3.3 Details of Utilization of funds raised through

IPO is provided as Annexure - B

4. ESOP

The Company views Options as a long-term incentive tool that would enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Company uses its Employees Stock Option Plans in compliance with SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021

(the ‘SBEB & SE Regulations') as a measure to reward and motivate employees and attract and retain talent.

The Board, in their meeting held on July 21, 2023, approved and recommended for members' approval the

Cyient DLM Associate Stock Option Plan 2023 (ASOP Scheme 2023) and Cyient DLM Restricted Stock Unit Plan 2023 (RSU 2023).

The members of your Company through postal ballot had approved the ASOP Scheme 2023 and RSU 2023 on September 9, 2023. On September 13, 2023, your

Company had applied to Stock Exchanges (NSE and

BSE) for an in-principle approval for listing of up to 10,56,173 equity shares pursuant to Cyient DLM ASOP 2023 and up to 15,84,260 equity pursuant to Cyient

DLM RSUP 2023.

In-principle approval was received from NSE and BSE on September 27, 2023 and September 28, 2023 respectively.

During the year, the company had not granted any options to the associates of the Company.

The applicable disclosures as stipulated under the SBEB & SE Regulations are provided in Annexure - C to this

Report.

5. Subsidiaries, Associate Companies and Joint Ventures

Your Company has one (1) wholly owned subsidiary as on March 31, 2024. The Company has no Joint Ventures or Associate Companies.

Corporate Information

Cyient DLM Inc. was incorporated under the General Corporation Law of the State of Delaware on March

5, 2023, having its Registered Office in the state

Delaware.

Shareholding Pattern

The shareholding pattern of Cyient DLM Inc. as on

March 31, 2024, is as provided below:

Note: The Company had subscribed to 10,00,000 common stock of Cyient DLM Inc. on April 04, 2024.

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 - D.

In accordance with Section 136 of the Act and the SEBI

Listing Regulations, copies of the financial of the Company is available on the Company's website at the following link: https://www.cyientdlm.com/ investors/keyfinancials

6. Business Responsibility and Sustainability Report

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 with this report.

Kindly refer to Annexure - E. The weblink for the same is available at https://www.cyientdlm.com/investors

7. Public Deposits

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during

FY24 and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

8. Corporate Social Responsibility

Your Company believes in giving back to society in a measure that is proportionate to its success in business. of

Cyient DLM CSR Activities are implemented through

Cyient Foundation. The interventions are specifically covering the underprivileged children and unemployed women by providing equal opportunities and thereby empowering them towards a dignified life and socioeconomic development of the community. Cyient DLM also focuses on environmental sustainability through

Green Interventions and Conservation projects.

Cyient DLM had supported 4 government schools through adoption in and around our Cyient DLM facilities and provides quality education to over 1300 underprivileged children. In FY2023-24, trained over 500 rural unskilled/semiskilled girls on industry relevant skills and provided 100% job placements. As a part of the environmental initiatives, we planted over 5,000 trees in and around Cyient DLM, adopted two schools, one in Shamshabad, Telangana and other in Rural Micro Skill Centre, Mahabubnagar, Telangana, illuminated the streets by installation of electric poles with LED lights that have solar panels backed by batteries to run on renewable energy for the benefit of local community around Cyient DLM facilities.

During FY24, the Company spent an amount of 72,76,354 in pursuance of CSR Activities. The CSR

Annual Report is enclosed with this report. Kindly refer to Annexure - F.

The details of the CSR & ESG Committee can be found in the report on Corporate Governance, which forms a part of this report. The CSR Policy of the Company can be accessed at the Company's website. The weblink for the same is https://www.cyientdlm.com/hubfs/dlm/ investor/corporate-governance/Cyient_DLM-CSR_ Policy.pdf

9. Board of Directors & Key Managerial Persons

9.1 Board of Directors

The Board of the Company is duly constituted. As on March 31, 2024, your Company's Board had eight (8) directors comprising of one Executive Director, two Non-Executive Non-Independent Directors and five Non-Executive Independent Directors including a woman Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

None of the directors of the Company are disqualified under the provisions of the Act or under the SEBI Listing Regulations.

9.2 Board Diversity

The Company has a truly diverse Board that includes and makes good use of diversity in 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 skills, experience, independence and knowledge that the Board as a whole requires to be effective.

9.3 Independent Directors 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.

Company Secretary in practice 9.4Certificate on Non-DisqualificationThe Certificateof

Directors pursuant to Regulation 34(3) and

Schedule V Para C, Clause 10 (i) of the SEBI Listing Regulations is published in the Annual Report. Kindly refer to Annexure - G.

9.5 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

9.6 Changes in the composition of Board of

Directors

9.6.1 Appointments during the year • Mr. Muralidhar Yadama (DIN: 00034952) was appointed as Non-Executive Independent

Director for a term of three consecutive years commencing on July 21, 2023. Mr. Muralidhar Yadama is not liable to retire by rotation.

• Dr. Ajay Kumar (DIN: 01975789) was appointed as Non-Executive Independent

Director for a term of three consecutive years commencing on November 15, 2023. Dr. Ajay Kumar is not liable to retire by rotation.

9.6.2 Statement regarding opinion of the Board with regards to integrity, expertise and experience (including the proficiency) of the

Independent Directors appointed during the year

In the opinion of the Board, the Independent Directors, Mr. Murali Yadama and Dr. Ajay Kumar, appointed during the year possess requisite integrity, expertise, experience and

9.6.3 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: • Mr. Rajendra Velagapudi (DIN: 06507627),

Managing Director

• Mr. B.V.R. Mohan Reddy (DIN: 00058215), Non-Executive Director

Pursuant to the provisions of Regulation 36 of the SEBI Listing Regulations and Secretarial

Standards 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.

9.7 Key Managerial Personnel as at the end of FY24

Following are the Key Managerial Personnel (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 of March 31,

2024:

9.8 Changes in composition of KMP

During FY24, Ms. Parvati K. R. resigned as Company Secretary and Compliance

Krithika was appointed as the Company Secretary and Compliance officer.

9.9 Senior Managerial Person as at the end of FY24

Following are the Senior Managerial Personnel (SMP) of the Company in accordance with the provisions of the SEBI Listing Regulations.

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

10. 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 weblink for the same has been disclosed separately at the end of this report.

10.1 Criteria for making payments to Non-

Executive Directors

Overall remuneration should reflect the size of the Company, complexity of the sector/industry/ company's operations and the company's capacity to pay the remuneration. Independent Directors (ID) and Non-Independent Non-Executive Directors (NED) may be paid commission within regulatory limits.

The Nomination and Remuneration Committee will recommend to the Board, the quantum of commission for each Director based on the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings. The criteria of making payments to Non-Executive directors are also available on the website of the Company – www.cyientdlm.com/investors

11. Board Meetings during the year

During FY2023-24, nine (9) meetings of the Board were held, the details of which have been disclosed in the report on Corporate Governance, which forms a part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the

Act.

12. Board Evaluation and Assessment

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

The parameters for performance evaluation of the

Board include the Board structure, the Board's role in governance, the dynamics and functioning of the Board, reporting, and internal control systems.

Some of the performance indicators for the Committees include understanding the terms of reference, the effectiveness of discussions at the Committee meetings, the information provided to the Committee to discharge its duties, and the performance of the Committee vis-a-vis its responsibilities.

The performance of individual directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge, and understanding of relevant areas, and responsibility towards stakeholders.

All the Directors were subject to self-evaluation and peer evaluation.

In order to facilitate the same, the board undertook a formal board assessment and evaluation process during FY24. The Board evaluation cycle was completed internally, led by the Independent Chairman of the

Nomination and Remuneration Committee (NRC).

13. Committees of the Board

As required under the provisions of the Act and the SEBI

Listing Regulations, as on March 31, 2024, the Board has the following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee; • CSR & ESG 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 is provided in the report on Corporate Governance, which . For forms a part of this report.

14. Adequacy of Internal Financial Controls

Internal Financial Controls are part of the 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. The Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024

15. Auditors

15.1 Statutory Auditors

At the 26th (Twenty Sixth) AGM held on July 17, 2019, the members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W/

E300004) as the Statutory Auditors of the Company to hold officefor a period of five years from the conclusion of that AGM till the conclusion of the 31st (Thirty First) AGM.

Appointment of Statutory Auditors in the AGM

Based on the recommendations of the Audit

Committee, the Board of Directors have approved and recommended the re-appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration No. 101049W/

E300004) for a second term of 5 consecutive years till March 31, 2029.

15.2 Internal Auditors

Pursuant to Section 138 of the Act & rules made thereunder KPMG (Registration Number FRM-101248W/W-100022) are appointed as Internal Auditors of the Company and continue to be the Internal Auditors for FY25 to review various operations of the Company and report their findings to the Audit Committee.

15.3 Cost Auditors

Pursuant to the provisions of Section 148 of the

Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board at its meeting held on April 23, 2024, has approved the appointment of M/s GA & Associates, Cost Accountants, (FRN: 000409) as Cost Auditors of the Company for audit of cost accounting records for FY 25.

M/s GA & Associates, Cost Accountants, have confirmed their independent status and their non-disqualifications under section 141 of the Companies Act, 2013. of remuneration of the Aproposalforratification Cost Auditor for FY25 will be placed before the shareholders for consideration.

15.4 Secretarial Auditors

The Board has appointed MKS & Associates (Reg. No. S2017TL460500), Practising Company

Secretaries as the Secretarial Auditors for

FY2024-25.

16. Cost Audit

In terms of the Section 148 of the Act read with

Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are made and maintained by your Company.

17. Auditors' Report and Secretarial Auditors' Report

17.1 Auditor's Report

The Auditors' Report for FY24 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

17.2 Secretarial Auditors' Report

The Company has undertaken an audit for FY24 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditors' Report for

FY24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended March 31, 2024, is enclosed in this report. Kindly refer to Annexure G.

17.3 Instances of fraud reported by the Auditors During FY24, the Statutory Auditors and the

Secretarial Auditor have not reported any instances of fraud 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.

17.4 Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for FY24 for all applicable compliance as per SEBI Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Manish Kumar Singhania, Practising Company Secretary Membership No. ACS 22056 (CP No. 8068), has been submitted to the Stock Exchanges within 60 days of the end of the financial year.

18. 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 adequate safeguards against victimisation of employees who avail themselves of this 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 - https://www.cyientdlm.com/ hubfs/dlm/investor/corporate-governance/Cyient_ DLM-Whistle_Blower_Policy.pdf. The Company has implemented a web-based/online mechanism under its

Whistle Blower Policy. This mechanism encompasses the entire trail from the login of a complaint to its eventual redressal.

19. 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 with this report. Kindly refer to Annexure - J.

20. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm

• In the preparation of the annual accounts, the applicable accounting standards have been followed, and there are no material departures; • 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; • They have taken proper and 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;

• They have prepared the annual accounts on a going concern basis; • They have laid down internal financial controls to be followed by the Company and, such internal financial controls are adequate and operating effectively;

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

21. Particulars of Loans, Guarantees And Investments

Your company has invested in the equity shares of STUAM Technologies Limited (Formerly known as Innovation Communications Systems Limited) aggregating to 15% of the paid-up equity share capital of the Statum.

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 no. 6 to the Standalone Financial Statements).

22. 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 with this report. Kindly refer to Annexure - K. Reference is also made to note no. 30 of the Standalone Financial Statements.

23. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for FY24, is placed on the Company's website in due course and can be accessed at https://www.cyientdlm.com/investors

24. 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:

The directors are paid remuneration in the form of commission.

^ Based on the request from the Director, the entire compensation payable for FY 2023-24 was transferred to SPARSH HOSPICE (Centre for Palliative Care) #appointed w.e.f July 21, 2023 **appointed w.e.f November 15, 2023 b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial

Company Secretary in the Financial Year:

c) The percentage increase in the median remuneration of employees in the financial year: 10% d) The number of permanent employees on the rolls of Company: 722 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 remuneration:

The average annual increase was around 87% and the average annual increase of managerial personnel - N.A. f) Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the 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 Lakhs 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, forms part of this report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, is being sent to the shareholders of the Company and others entitled thereto.

In terms of Section 136 of the Act, the said information is open for inspection at the Registered Office of Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at company.secretary@cyientdlm.com.

25. 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 a part of the report on Corporate Governance enclosed with the Annual Report.

26. 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 a part of the report on Corporate Governance enclosed with the Annual Report.

27. 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

FY24.

List of Initiatives under POSH for FY24

• POSH Committee connects every quarter to ensure the complaints (if any) registered are duly discussed with an improved approach on building awareness. Further, the Company continues to have POSH Committee meetings to enhance awareness among associates.

• Awareness and sensitization continue during the induction of associates. • POSH Committee has been nominated for training in various national and state level forums (CII, etc.). • Conducted sessions during the year, specifically for all the blue-collar and contract employees in Hyderabad and Bengaluru, on POSH awareness. 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 FY24:

(a) Number of complaints received: NIL (b) Number of complaints disposed: NIL

(c) Number of complaints pending as on end of FY24: Nil

28. 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 risk management in the company. The

Committee comprises cross-functional members from the senior management of the company. The primary objectives of the Committee are to assist the Board in the following:

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

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

• To help develop a culture within the enterprise where people at all levels understand risks.

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

• Approve and review Risk Management Plan which includes the Company's risk management structure, framework, methodologies adopted, guidelines, and details of assurance and review of the Risk Management Process.

• Monitor risks, 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.

29. 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 a part of the Annual Report. Kindly refer to Annexure - L.

Full details of the various Board Committees are also provided therein along with the Auditors' Certificate regarding compliance of conditions of corporate governance in Annexure - M.

30. 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 in this report. Kindly refer to

Annexure - N.

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 - P.

31. Secretarial Standards

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

32. Other Disclosures

During the Financial Year under review: • There was no issue ofEquityShareswithdifferential rights as to dividend, voting or otherwise.

• There was no issue of Shares (including Sweat Equity Shares) to associates of the Company under any scheme. • No shares were bought back during the year under review.

• No Bonus Shares were issued during the year under review.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• The Company does not have any scheme of provision of money for the purchase of its own shares by Employees or by Trustees for the benefit of employees.

• The Managing Director did not receive any remuneration or commission from any of its subsidiaries.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. • There was no instance of a one-time settlement with any Bank or Financial Institution.

• The Company does not have any shares in unclaimed suspense demat account.

• There were no material changes and commitments ecting the financial position of the Company aff 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. • 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 FY24.

• There were no cyber security incidents or breaches, loss of data or documents during FY24.

33. 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 for the contribution made by our 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, SEBI, the Stock Exchanges and others and look forward to their support in all future endeavours.

FOR AND ON BEHALF OF BOARD OF DIRECTORS