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    Director Report
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Cyient DLM Ltd
Electronics - Components
BSE Code 543933 ISIN Demat INE055S01018 Book Value 120.50 NSE Symbol CYIENTDLM Dividend Yield (%) 0 Market Cap ( Cr.) 3,660.77 P/E 47.74 EPS 9.67 Face Value 10

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

   

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