Dear Members,
Your directors take pleasure in presenting the Thirty Second (32nd)
Director's Report on the business and operations of your Company, along with the
audited financial statements for the Financial Year ended 31 March, 2025. The Consolidated
performance of the Company and its subsidiaries has been referred to, wherever required in
the report.
1. Financial Summary and Highlights
(Amount in Rs. Million, except for EPS data)
|
Consolidated results |
Standalone results |
Particulars |
Year Ended |
Year Ended |
|
31 March, 2025 |
31 March, 2024 |
31 March, 2025 |
31 March, 2024 |
Income |
|
|
|
|
Revenue from operations |
15,196.26 |
11,918.71 |
13,449.60 |
11,918.71 |
Other income |
261.57 |
278.26 |
278.69 |
278.26 |
Total income |
15,457.83 |
12,196.97 |
13,728.29 |
12,196.97 |
Expenses |
|
|
|
|
Operating expenditure |
12,944.12 |
10,373.40 |
11,382.21 |
10,373.40 |
(i) Depreciation and amortization expense |
340.62 |
223.12 |
277.47 |
223.12 |
(ii) Other expenses |
880.40 |
435.19 |
678.38 |
435.19 |
Total expenses |
14,165.14 |
11,031.71 |
12,338.06 |
11,031.71 |
Profit before finance cost, tax |
1,292.69 |
1,165.26 |
1,390.23 |
1,165.26 |
Finance costs |
375.45 |
343.87 |
360.05 |
343.87 |
Profit Before Tax (PBT) |
917.24 |
821.39 |
1,030.18 |
821.39 |
Tax expense |
|
|
|
|
(a) Current tax |
309.13 |
212.09 |
285.78 |
212.09 |
(b) Deferred tax |
(72.65) |
(2.66) |
(22.58) |
(2.66) |
Total tax expense |
236.48 |
209.43 |
263.20 |
209.43 |
Profit After Tax (PAT) |
680.76 |
611.96 |
766.98 |
611.96 |
Earnings Per Share |
|
|
|
|
Basic |
8.58 |
8.42 |
9.67 |
8.42 |
Diluted |
8.56 |
8.39 |
9.64 |
8.39 |
Paid up equity share capital [Face Value of H10 per share] |
793.06 |
793.06 |
793.06 |
793.06 |
Other equity |
8,701.29 |
8,296.72 |
8,763.43 |
8,296.72 |
2. State of Affairs and Company's Performance
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.
There has been no change in the nature of the business of the Company
during FY25.
I. 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).
II. Financial Performance
Consolidated
(Amount in Rs. million)
Sr. No. Particulars |
FY 2024-25 |
FY 2023-24 |
% Increase/ Decrease (YoY) |
1. Revenue from Operations |
15,196.26 |
11,918.71 |
27.50% |
2. Profit for the year |
680.76 |
611.96 |
11.24% |
Standalone
(Amount in Rs. million)
Sr. No. Particulars |
FY 2024-25 |
FY 2023-24 |
% Increase/ Decrease (YoY) |
1. Revenue from Operations |
13,449.60 |
11,918.71 |
12.84% |
2. Profit for the year |
766.98 |
611.96 |
25.33% |
III. Transfer to Reserves
The Company has not transferred any amount to reserves during the year
under review.
IV. Public Deposits
Your Company has not accepted any deposits falling within the meaning
of Section 73 or 74 of the Act during FY25 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.
3. Dividend
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/images/
pdf/Cyient_DLM-Dividend_Distribution_Policy.pdf under Investors section.
The Board does not recommend any dividend for FY25.
4. Share Capital
I. Particulars of the Share Capital of the Company as on 31 March, 2025
Particulars |
Amount (_) |
Authorized share capital (85,000,000) Equity
Shares of H10 each) |
850,000,000 |
Issued, subscribed and paid-up share capital
(79,306,124) Equity Shares of |
793,061,240 |
H10 each) |
|
II. Changes in the Share Capital during FY25
During the period under review, there was no changes to the share
capital of the Company.
5. Details of utilization of funds raised through IPO is
provided as Annexure B.
6. ESOP
Your Company has stock option schemes under CYIENT DLM RSU SCHEME
2023 and CYIENT DLM ASOP SCHEME 2023', which are administered by the Nomination &
Remuneration Committee for the benefit of employees. The stock option plans are in
compliance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended ("Employee Benefits
Regulations").
The directors declare that there is no material change in the Associate
Stock Option Plans and Associate Restricted Stock Units Scheme and during the year, the
Company had passed special resolution to extend the schemes to the associates of
subsidiary companies.
Disclosures on various plans, details of options granted, shares
allotted upon exercise, etc. as required under the Employee Benefits Regulations are
available on the Company's website at www.cyientdlm/investors.com. No employee was
issued stock options during the year equal to or exceeding 1% of the issued capital of the
Company at the time of grant.
Your Company has received a certificate from the secretarial auditor
confirming implementation of the plans in accordance with the Employee Benefits
Regulations.
7. Subsidiaries, Associate Companies and Joint Ventures
As at 31 March, 2025, the status of subsidiaries, associates and joint
ventures are as follows:
Sr. No. |
Entity |
Nature of Relationship |
% of shareholding |
1 |
Cyient DLM Inc. |
Wholly Owned Subsidiary |
100% |
2 |
Altek Electronics Inc. |
Step down subsidiary |
100% |
In October 2024, the company acquired Altek Electronics Inc. a US based
entity through its wholly owned subsidiary Cyient DLM Inc.
On 21 August, 2024, Cyient Limited, our Holding Company sold 11,499,390
equity shares of face value of H10 each of the Company, representing 14.50% of the total
issued and paid-up equity share capital of the Company, through a block trade on the
platform of BSE Limited.
Statement relating to Subsidiary Companies in Form AOC-1 is part of
this report as Annexure - C.
8. 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 D. The weblink for the same is available at
https://www.cyientdlm.com/investors.com
9. Corporate Social Responsibility
CYIENT DLM believes in giving back to society in a measure that is
proportionate to its success in business. CYIENT DLM CSR activities are implemented
through CYIENT FOUNDATION.
CYIENT DLM CSR activities are directed towards the benefit of different
segments of society, specifically covering the deprived, underprivileged, and unemployed
women/girls. It is aimed at providing equal opportunities and, thereby empowering them
towards a dignified life.
As an integral part of our commitment to good corporate citizenship, we
at CYIENT DLM believe in actively assisting in the improvement of the quality of life of
the people in the communities, giving preference to local areas around our business
operations.
Towards achieving long-term stakeholder value creation, CYIENT DLM
shall always continue to respect the interests of and be responsive towards its key
stakeholders - the communities, especially those from socially and economically backward
groups, the underprivileged, marginalized, and most vulnerable groups; focused on girls
and women in the society at large by providing equality in education and skills. CYIENT
DLM CSR programs drive the Afirmative Action (AA) agenda and other international
development goals like Sustainable Development Goals (SDGs), in line with Schedule VII of
the Companies Act, 2013 as recommended by the CSR Committee of the Board and approved by
the Board from time to time.
During FY25, the Company spent an amount of H11.66 million in pursuance
of CSR Activities.
The CSR Annual Report is enclosed with this report. Kindly refer to
Annexure - E.
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://cyientdlm.com/investors/.
10. Board of Directors & Key Managerial Persons
I. Board of Directors
The Board of the Company is duly constituted. As on 31 March,
2025 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.
II. 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.
III. 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.
IV. 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 in the Annual Report. Kindly refer to Annexure - F.
V. 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).
VI. Changes in the composition of Board of Directors i. Appointments
during the year
There were no changes in the composition of the Board of Directors
during the year.
(ii) Retirements and re-appointments at the AGM
Mr. Krishna Bodanapu (DIN: 00605187), Non-Executive Chairman retire by
rotation and being eligible, offer himself for re-appointment in the ensuing AGM.
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.
VII. Key Managerial Personnel as at the end of FY25
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 31
March, 2025:
Sr. No. |
Name of the KMP |
Designation |
1. |
Mr. Rajendra Velagapudi |
Managing Director |
2. |
Mr. Anthony Montalbano |
Chief Executive Officer |
3. |
Mr. Shrinivas Kulkarni |
Chief Financial Officer |
4. |
Ms. S Krithika |
Company Secretary |
There were no changes in the KMP of the Company during the year. The
other details regarding the KMP are available in the Corporate Governance Report, which
forms part of this Annual Report.
VIII. Senior Managerial Person as at the end of FY25
Following are the Senior Managerial Personnel (SMP) of the Company in
accordance with the provisions of the SEBI Listing Regulations as on 31 March, 2025.
Sr. No. |
Name of the SMP |
Designation |
1. |
Mr. Mujeeb Rahiman# |
Head of Operations |
2. |
Mr. Kaushal Jadia |
Chief Technology Officer |
3. |
Ms. Neeraja Polisetty |
Head of HR |
4. |
Ms. Pooja Jamwal |
Head of Corporate Development |
5. |
Ms. Suchitra R C |
Chief of Business Excellence and Customer
Engagement |
6. |
Mr. Prashant Mokashi |
Head Program Management |
The other details about the SMP can be found in the Report of Corporate
Governance, which a form a part of this report.
IX. 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 is available athttps://www.cyientdlm. com/investors
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
X. Board Meetings during the year
During FY25, six (6) 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.
XI. 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 effectiveness. For 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-?-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 FY25. The Board evaluation cycle was completed
internally, led by the Independent Chairman of the Nomination and Remuneration Committee
(NRC).
XII. Committees of the Board
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;
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 forms a part of this report.
11. 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 2025.
12. Auditors
I. Statutory Auditors
At the 31st (Thirty First) AGM held on 28 June, 2024, 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 office for a period of five years from the conclusion of that AGM till the conclusion
of the 36th (Thirty Sixth) AGM to be held in year 2029.
II. Internal Auditors
Pursuant to Section 138 of the Act & rules made thereunder KPMG
Assurance and Consulting Services LLP (KPMG') (Registration Number FRM-
101248W/W-100022) are appointed as co-sourced Internal Auditors of the Company and
supported the management in performing internal audit of select areas as approved by the
Audit Committee of the Board and based on the engagement letter signed with the Company.
III. 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 22 April, 2025, 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 FY26.
M/s GA & Associates, Cost Accountants, have confirmed their
independent status and their non-disqualifications under section 141 of the Companies Act,
2013.
A proposal for ratification of remuneration of the Cost Auditor for
FY26 will be placed before the shareholders for consideration in the ensuing AGM of the
Company.
IV. Secretarial Auditors
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 Sole Proprietorship firm of Practicing Company Secretaries (Sole
Proprietorship 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 32nd (Thirty second) Annual General Meeting until the conclusion of 37th (Thirty
seventh) Annual General Meeting to be held in the year 2030.
13. 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.
14. Auditors' Report and Secretarial Auditors' Report
I. Auditor's Report
The Auditors' Report for FY25 does not contain any qualification,
reservation or adverse remark. The Report is enclosed with the financial statements in
this Annual Report.
II. Secretarial Auditors' Report
The Company has undertaken an audit for FY25 as required under the Act
and the SEBI Listing Regulations. The Secretarial Auditors' Report for FY25 does not
contain any qualification, reservation or adverse remark. The Secretarial Audit Report for
the financial year ended 31 March, 2025, is enclosed in this report. Kindly refer to
Annexure - G.
III. Instances of fraud reported by the Auditors
During FY25, 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.
IV. Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report for FY25 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 MKS &
Associates, has been submitted to the Stock Exchanges within 60 days of the end of the
financial year.
15. 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
16. Technology Absorption, Foreign Exchange Earnings and Outgo
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 with this report. Kindly refer to Annexure H.
17. 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:
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 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;
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.
18. 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. 6B to the Standalone Financial Statements).
19. 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. Kindly refer to Annexure I.
Reference is also made to note no. 30 of the Standalone Financial Statements.
20. Annual Return
As required under Section 134(3)(a) of the Act, the Annual Return for
FY25 is available on the Company's website at https://www.cyientdlm.com/investors
21. 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:
Rajendra |
06507627 |
Managing |
NA |
Velagapudi |
|
Director |
|
ii) Non-Executive/Independent Directors:
Name |
DIN |
Designation |
Ratio to Median Remuneration |
B.V.R. Mohan |
00058215 |
Director |
* |
Reddy |
|
|
|
Krishna |
00605187 |
Director |
* |
Bodanapu |
|
|
|
Jehangir |
02344835 |
Director |
2.66 |
Ardeshir |
|
|
|
Vanitha Datla |
^ 00480422 |
Director |
2.66 |
Pillutla Madan 09280818 |
Director |
2.66 |
|
Mohan |
|
|
|
Muralidhar |
00034952 |
Director |
2.66 |
Yadama |
|
|
|
Ajay Kumar |
01975789 |
Director |
2.66 |
The directors are paid remuneration in the form of commission.
*Non-executive Non-Independent Directors did not receive any remuneration ^Based on the
request from the Director, the entire compensation payable for FY 2024-25 was transferred
to SPARSH HOSPICE (Centre for Palliative Care) b) The percentage increase in remuneration
of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in
the Financial Year:
Name |
Designation |
% Increase in Remuneration in the Financial Year |
Rajendra |
Managing Director |
NA |
Velagapudi |
|
|
Anthony |
Chief Executive |
Nil |
Montalbano |
Officer |
|
B.V.R. Mohan |
Director |
NA |
Reddy |
|
|
Krishna Bodanapu |
Director |
NA |
Jehangir Ardeshir |
Director |
Nil |
Vanitha Datla |
Director |
Nil |
Pillutla Madan |
Director |
Nil |
Mohan |
|
|
Muralidhar |
Director |
Nil |
Yadama |
|
|
Ajay Kumar |
Director |
Nil |
Shrinivas Kulkarni |
Chief Financial |
Nil |
|
Officer |
|
S. Krithika |
Company Secretary |
* |
*employed for part year in FY 23-24
c) The percentage increase in the median remuneration of employees in
the financial year: 23%
d) The number of permanent employees on the rolls of Company:
741
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 15% and the average annual
increase of managerial personnel - NA
f) Afirmation that the remuneration is as per the remuneration policy
of the Company: The Company afirms 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 the Company. Any shareholder interested in
obtaining a copy of the same may write to the Company Secretary at
company.secretary@cyientdlm.com.
22. 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.
23. Details of Material Subsidiaries of the Listed Entity
As on 31 March, 2025, the Company has one material subsidiary. 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 with the
Annual Report.
24. 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 FY25.
List of Initiatives under POSH for FY25
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-o_ during FY25: (a) Number of complaints received: Nil (b) Number of complaints
disposed: Nil (c) Number of complaints pending as on end of FY25: Nil
25. 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 categories: i)
External ii) Strategic iii) Operational iv) Financial 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.
26. 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 J.
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 - K.
27. 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 -
L.
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 - M.
28. Secretarial Standards
The Company is in due compliance with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
29. Other Disclosures
During the Financial Year under review:
There was no issue of Equity Shares with differential rights
as to dividend, voting or otherwise.
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 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.
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 FY25.
There were no cyber security incidents or breaches, loss of
data or documents during FY25.
30. 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 |
|
Krishna Bodanapu |
Place : Hyderabad |
Non- Executive Chairman |
Date : 22 April, 2025 |
DIN : 00605187 |
|