EPS

Basic EPS for the year FY26 is 7.10 as against 9.67 in FY25.

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.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the year under review.

4. DETAILS OF UTILISATION OF FUNDS RAISED
THROUGH IPO

During the year under review, the Company had obtained the
approval of shareholders through postal ballot on March 8,
2026 to reallocate C36,84,00,000/- (Rupees Thirty-Six Crores
and Eighty-Four Lakhs Only) out of Object 2 ('Funding capital
expenditure requirements of our Company') to Object 1, i.e.,
'Funding incremental working capital requirements of our
Company'.

Pursuant to the approval from the shareholders, the
Company had utilised the amount of C36,84,00,000/-
(Rupees Thirty-Six Crores and Eighty-Four Lakhs Only)
towards working capital. As at March 31,2026, the Company
had utilised all the IPO proceeds.

The statement of deviation report is provided as
Annexure - A.

5. 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 FY26.

6. TRANSFER TO RESERVES

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

7. SHARE CAPITAL

I. Particulars of the Share Capital of the Company as on
March 31,2026

II. Changes in the Share Capital during FY26

During the period under review, the Company had issued
58,272 equity shares to employees under CYIENT DLM RSU
SCHEME 2023.

Statement relating to Subsidiary Companies in Form AOC-1
is part of this report as Annexure - B.

10. 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 - C).

11. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within
the meaning of Section 73 or 74 of the Act during FY26 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.

12. 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

13. CORPORATE SOCIAL RESPONSIBILITY

Cyient DLM believes that sustained business growth must be
accompanied by meaningful contribution to society. In line
with this philosophy, the Company remains committed to
creating long-term, inclusive and sustainable impact in the
communities in which it operates.

The CSR initiatives of Cyient DLM are implemented through
Cyient Foundation, a registered charitable trust and qualified
CSR implementation entity, established to undertake and
execute social development projects in accordance with the
applicable provisions of the Companies Act, 2013 and the
Companies (CSR Policy) Rules.

Cyient DLM's CSR programmes are aligned with the areas
specified under Schedule VII of the Companies Act, 2013,
and contribute to broader national and global development
priorities, including the Sustainable Development Goals
(SDGs). The CSR initiatives are undertaken based on the
recommendations of the CSR Committee of the Board
and approval of the Board, and are implemented through
structured planning, governance, monitoring and review
mechanisms.

During FY26, the Company spent an amount of C 16 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 policy is available
at https://www.cyientdlm.com/images/pdf/Cyient_
DLM-CSR_Policy.pdf

14. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONSI. Board of Directors

The Board of the Company is duly constituted.
As on March 31,2026, your Company's Board had eight (8)
directors comprising 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 declarations 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

a. Appointments during the year:

• Dr. Ganesh Natarajan (DIN: 00176393) was appointed
as an Independent Director with effect from
October 14, 2025.

• Mr. Giridhar Aramane (DIN: 00483130) was appointed
as an Independent Director with effect from
November 26, 2025.

b. Re-appointments during the year:

• Dr. Vanitha Datla (DIN: 00480422) was re-appointed as
an Independent Director of the Company for a second
term of five consecutive years, commencing on 12
December 2025 and ending on 11 December 2030,
pursuant to the approval of the shareholders by way of
a special resolution.

• Mr. Jehangir Ardeshir (DIN: 02344835) was re-appointed
as an Independent Director of the Company for a
second term of five consecutive years, commencing on
12 December 2025 and ending on 11 December 2030,
pursuant to the approval of the shareholders by way of
a special resolution.

c. Approval of the shareholders by way of special resolution
has been obtained, in compliance with Regulation 17(1A) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, for the continuation of directorship of
Mr. B.V.R. Mohan Reddy (DIN: 00058215), who has attained
the age of 75 years, up to the conclusion of the Annual
General Meeting to be held in 2026.

d. Resignations during the year:

• Dr. Ajay Kumar (DIN: 01975789) resigned as Independent
Director of the Company with effect from May 15, 2025.

• Mr. Madan Pillutla (DIN: 09280818) resigned as
Independent Director of the Company with effect from
August 18, 2025.

The Company has received confirmation from the outgoing
Independent Directors that there are no other material
reasons for their resignation other than those disclosed to
the stock exchanges.

e. Retirements at the AGM:

Mr. Rajendra Velagapudi (DIN: 06507627), Managing Director
and CEO, retires by rotation and, being eligible, offers 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 FY26:

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
at March 31,2026:

Changes in KMP during the year:

• During the year, Mr. Shrinivas Kulkarni resigned from
the position of Chief Financial Officer with effect from
24 October 2025 and he has confirmed that there are
no other material reasons for his resignation. The Board,
based on the recommendation of the Audit Committee,
approved the appointment of Mr. R M Subramanian as
Chief Financial Officer with effect from 24 October, 2025.
He brings extensive experience in finance, strategy, and
governance.

VIII. Senior Managerial Personnel as at the end of FY26

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

# Resigned w.e.f. April 30, 2026

The other details about the SMP can be found in the Report
of Corporate Governance, which forms 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 at https://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 for 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 FY26, six (6) meetings of the Board were held, the
details are 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 Board evaluation serves as an effective mechanism to
enhance Board accountability and overall effectiveness.
It enables Directors to assess individual as well as collective
performance on an ongoing basis.

The evaluation of the Board covers key aspects such as its
composition, governance role, effectiveness of functioning,
quality of reporting, and adequacy of internal control
systems. Committee performance is assessed based on clarity
and understanding of their terms of reference, effectiveness
of deliberations, quality of information provided, and their
overall discharge of responsibilities.

The performance of individual Directors is evaluated
on parameters including attendance, contribution to
discussions, engagement with fellow Board members,
ability to provide guidance on strategic matters, domain
knowledge, and commitment towards stakeholders.

All Directors undergo both self-evaluation and peer
evaluation.

During FY26, the Company conducted a formal Board
evaluation process. The evaluation cycle was carried out
internally and overseen by the Independent Chairperson of
the Nomination and Remuneration Committee.

Further details on the evaluation framework and process
are provided in the Corporate Governance section of this
Annual Report.

XII. Committees of the Board

As required under the provisions of the Act and the SEBI
Listing Regulations, as on March 31,2026, 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.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls form an integral part of the
Company's risk management framework 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 detection and
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, digitised, and embedded in the
business process. The internal financial controls and risk
management systems are periodically tested, reviewed, and
evaluated by the management, internal auditors, and the
Audit Committee. Based on such evaluation, the Board is of
the opinion that the Company's internal financial controls
and risk management systems are adequate and operating
effectively during the financial year.

16. AUDITORSI. Statutory Auditors

At the 31^st (Thirty-first) AGM held on June 28, 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 36^th (Thirty-sixth) AGM to be held in the year 2029.

II. Internal Auditors

Pursuant to Section 138 of the Act and the 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 FY27 to review various operations of the Company and
report their findings to the Audit Committee.

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 April 21,2026 ,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 FY27.

M/s GA & Associates, Cost Accountants, have confirmed their
independent status and their non-disqualification under
section 141 of the Companies Act, 2013.

A proposal for ratification of remuneration of the Cost
Auditor for FY27 will be placed before the shareholders for
consideration in the ensuing AGM of the Company.

IV. Secretarial Auditors

At the 32^nd (Thirty-second) AGM held on July 3, 2025, the
members had approved 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 32^nd
(Thirty-second) Annual General Meeting until the conclusion
of 37^th (Thirty-seventh) Annual General Meeting to be held
in the year 2030.

17. COST AUDIT

In terms of 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 by the Cost Auditor and accordingly such accounts
and records are made and maintained by your Company.

18. AUDITORS' REPORT AND SECRETARIAL AUDITORS'
REPORTI. Auditor's Report

The Auditors' Report for FY26 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 FY26 as required
under the Act and the SEBI Listing Regulations. The Secretarial
Auditors' Report for FY26 does not contain any qualification,
reservation or adverse remark. The Secretarial Audit Report
for the financial year ended March 31, 2026, is enclosed in
this report. Kindly refer to Annexure - G.

III. Instances of fraud reported by the Auditors

During FY26, 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.

IV. Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for FY26 for all
applicable compliances 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 and CP No. 8068), has
been submitted to Stock Exchanges within 60 days of the
end of the financial year.

19. 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

20. 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 - H.

21. 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.

22. 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 18.24%
of the paid-up equity share capital of STUAM.

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. 6A and 30 to the
Standalone Financial Statements).

23. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of section
188(1) of the Act dealing with related party transactions.
All related party transactions entered into during the financial
year were on an arm's length basis and in the ordinary
course of business. All such transactions were approved
by the Audit Committee. 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 which is enclosed with this report.
Kindly refer to Annexure - I. Reference is also made to note
no. 30 of the Standalone Financial Statements.

24. ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual
Return for FY26 will be placed on the Company's website and
can be accessed at https://www.cyientdlm.com/investors

25. 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 Non-Executive Independent Directors are paid remuneration in
the form of commission.

*Non-Executive Non-Independent Directors did not receive any
remuneration

^APillutla Madan Mohan resigned w.e.f. 18-08-2025
**Ajay Kumar resigned w.e.f. 15-05-2025
& Ganesh Natarajan appointed on 14-10-2025
* Giridhar Aramane appointed on 26-11-2025
$ Employed for part year

b) The percentage increase in remuneration of each Director,
Chief Executive Officer, Chief Financial Officer, Company
Secretary in the Financial Year:

**Employed for part year in FY26
^A Mr. Shrinivas Kulkarni resigned as CFO w.e.f 24-10-2025

c) The percentage increase in the median remuneration of
employees in the financial year: 8%

d) The number of permanent employees on the rolls of
Company: 914

e) Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last
Financial Year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

The average annual increase was around 8% 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.

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.

26. 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.

27. DETAILS OF MATERIAL SUBSIDIARIES OF THE
LISTED ENTITY

As on March 31, 2026, 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 a part of the report on Corporate
Governance enclosed with the Annual Report.

28. PARTICULARS RELATING TO THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 (POSH)

The Company has complied with the provisions relating to
the constitution of the Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company is committed to providing a safe and
inclusive work environment and has in place a POSH
Policy. Regular awareness and sensitisation programmes
were conducted during the year for employees across all
locations, including induction sessions for new employees.

The Internal Complaints Committee reviews the policy
implementation periodically and ensures adequate
awareness across the organisation.

List of Initiatives under POSH for FY26:

• POSH Committee connects every quarter to ensure the
complaints (if any) registered are duly discussed with an
improved approach on building awareness.

• POSH Committee has been nominated for training in
various forums

• Conducted PoSH awareness sessions during the year,
for all associates (white-collar, blue-collar and contract
employees) in all locations i.e. Shamshabad, Mysore and
Bengaluru.

The following is the summary of the complaints received and
disposed of during FY26:

(a) Number of complaints received: NIL

(b) Number of complaints disposed: NIL

(c) Number of complaints pending as on end of FY26: Nil

29. RISK MANAGEMENT

The Company has in place a comprehensive Risk Management
framework, which is embedded into its business processes
and forms an integral part of its governance practices. The risk
management process involves identification, assessment,
evaluation, mitigation, and continuous monitoring of risks
across the organisation.

The Board has constituted a Risk Management Committee
in accordance with the applicable provisions of the SEBI
Listing Regulations, to oversee the implementation of the
risk management framework. In addition, an internal Risk
Management Committee, comprising cross-functional
senior management members, supports the Board-level
Committee in the identification, assessment, mitigation, and
continuous monitoring of risks.

Further details on the Risk Management framework,
key risks, and mitigation measures are provided in the
Management Discussion and Analysis (MD&A) Report.
Additional information on the Risk Management Committee
of the Board is available in the Corporate Governance section
of this Annual Report refer page no. 188.

30. 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
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.

31. 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
with this report. Kindly refer to Annexure - M.

32. SECRETARIAL STANDARDS

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

33. OTHER DISCLOSURES

During the Financial Year under review:

• There have been no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year and
the date of this report.

• 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.

our sincere appreciation for the contribution made by our
employees at all levels. Our consistent growth was made
possible by their hard work, 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.