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Cyient Ltd.

BSE: 532175 Sector: IT
NSE: CYIENT ISIN Code: INE136B01020
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VOLUME 650
52-Week high 1292.00
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P/E 16.17
Mkt Cap.(Rs cr) 9,068
Buy Price 821.05
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Sell Price 822.50
Sell Qty 20.00
OPEN 826.00
CLOSE 826.20
VOLUME 650
52-Week high 1292.00
52-Week low 725.65
P/E 16.17
Mkt Cap.(Rs cr) 9,068
Buy Price 821.05
Buy Qty 20.00
Sell Price 822.50
Sell Qty 20.00

Cyient Ltd. (CYIENT) - Director Report

Company director report

Dear members

Your directors take pleasure in presenting the Thirty First (31st)Board's Report on the business and operations of your Company (the "Company" or"Cyient") along with the audited financial statements for the Financial Year("FY") ended March 31 2022.

1. FINANCIAL HIGHLIGHTS: (Amount in Rs Million except for EPS data)

Particulars Consolidated Standalone
2021-22 2020-21 2021-22 2020-21
Revenue 45344 41324 17505 13799
Other Income 1121 1399 2753 1198
Total Income 46465 42723 20258 14997
Expenses
Operating Expenditure 37166 35300 12377 10255
Depreciation and amortization expense 1922 1945 967 962
Impairment of non-current assets - 274 - 114
Total Expenses 39088 37519 13344 11331
Profit before finance cost tax and share of profit from Joint Venture 7377 5204 6914 3666
Finance Cost 393 433 104 146
Profit before tax (PBT) 6984 4771 6810 3520
Current tax 1692 1351 1162 755
Deferred tax 69 (218) (43) (16)
Profit after Tax (PAT) 5223 3638 5691 2781
Profit attributable to Shareholders of the Company 5223 3638 5691 2781
Other Comprehensive Income attributable to owners of the Company 19 231 (34) 120
Basic EPS 47.75 33.08 52.03 25.29
Diluted EPS 47.54 33.06 51.80 25.27
Paid up share capital 552 550 552 550
Retained Earnings 30582 28991 25435 23429

2. STATE OF AFFAIRS / COMPANY'S PERFORMANCE:

Your company is a global engineering and technology solutions company.It engages with customers across their value chain helping to design build operate andmaintain the products and services that make them leaders and respected brands in theirindustries and markets. Customers draw on the company?s expertise in engineeringmanufacturing and digital technology to deliver and support their next-generationsolutions that meet the highest standards of safety reliability and performance.

Your Company provides engineering manufacturing geospatial networkand operations management services to global industry leaders. It delivers innovativesolutions that add value to businesses through the deployment of robust processes andstate-of-the-art technology. The Company?s high-quality products and services helpclients leverage market opportunities and gain competitive advantage. There has been nochange in the nature of business of the Company during the FY 2022.

The summary of your Company?s performance is as follows:

(Amount in Rs Million)

Sl. No. Particulars FY 2022 FY 2021 % Increase/ (Decrease) YoY
1. Revenue from Operations -Standalone basis 17505 13799 26.86
2. Revenue from Operations - Consolidated basis 45344 41324 9.73
3. Profit for the year -Standalone basis 5691 2781 104.64
4. Profit for the year - Consolidated basis 5223 3638 43.57
5. The profit for the year attributable to shareholders and non-controlling interests 5223 3638 43.57

3. DIVIDEND:

In terms of regulation 43A of SEBI (Listing Obligations &Disclosure requirements) Regulations 2015 the Company has formulated and uploadeddividend distribution policy on its? corporate website i.e.https://www.cyient.com/investors/ corporate-governance/.

Details of dividend declared by the Company are as follows:

FY 2022 FY 2021
Dividend per share (in Rs) Dividend % Dividend per share (in Rs) Dividend %
Interim dividend 10 200 NA NA
Final dividend* 14 280 17 340
Total dividend 24 480 17 340

*Final Dividend recommend by the Board of Directors at its Meeting heldon 21 April 2022. The payment of final dividend is subject to approval of the shareholdersof the Company in the ensuing Annual General Meeting of the Company.

4. EARNINGS PER SHARE (EPS):

The Basic EPS of our Company stood at Rs 52.03 at standalone level andbasic EPS at consolidated level stood at Rs 47.75 for the year ended 31 March 2022.

5. TRANSFER TO RESERVES:

The Company has transferred Rs 65 to Special Economic Zonere-investment reserve during the year under review.

6. LIQUIDITY:

The Company continues to be debt-free and maintains sufficient cashreserves to meet its operations and strategic objectives. As at 31 March 2022 YourCompany had liquid assets of Rs 11772 Mn as against Rs 11543 Mn at the previous yearend. These funds have been invested in short-term deposits with scheduled banks &financial institutions mutual funds perpetual bonds and tax free bonds.

7. COVID-19:

The FY 2022 being the second year of the COIVID-19 pandemic theCompany has considered internal and external sources of information up to date of approvalof these financial statements in evaluating possible effects that may result from thepandemic relating to COVID-19 on the carrying amounts of trade and unbilled receivablesinvestments goodwill and intangible assets. The Company is confident about therecoverability of these assets.

8. PUBLIC DEPOSITS:

The company has not accepted any deposits falling within the meaning ofSection 73 or 74 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 during the financial year under review and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet.

9. SHARE CAPITAL:

The authorized share capital of the Company is Rs 1400000000consisting of 280000000 Equity Shares of Rs 5 (Rupees Five only) each;

The issued subscribed and paid-up share capital of the Company is Rs551587080 consisting of 110317416 Equity Shares of Rs 5 (Rupees Five only) each;

During the year your company has allotted 287604 equity shares of Rs5each to the associates of the company and its subsidiaries upon exercise of an equalnumber of stock options vested in them pursuant to the extant Stock Option Schemes of thecompany.

10. SUBSIDIARIES AND JOINT VENTURES (JV):

As per the provisions of Sections 129 of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the Financial Statements of the Subsidiary Companies/AssociateCompanies/JV in Form AOC-1 is published as a part of the Annual Report.

During the year there has been no material change in the nature of thebusiness of the subsidiaries and JV.

11. BUSINESS RESPONSIBILITY REPORT:

In pursuance of Regulation 34 of the SEBI (LODR) Regulations 2015 theCompany is publishing business responsibility report. The same is enclosed as Annexure'A'.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your company believes in giving back to society in some measure that isproportionate to its success in business. Corporate Social Responsibility (CSR) aims atbalancing the needs ofall stakeholders. The company?s CSR initiative goes beyondcharity and believes that as a responsible company it should take into account its impacton society as much as creating business impact. The CSR initiatives are conducted throughCyient Foundation. An elaborate report on CSR is published elsewhere in this annualreport. The CSR Annual Report is enclosed as Annexure 'B'.

For other details regarding the CSR Committee please refer to theCorporate Governance Report which forms part of this report. This CSR Policy of theCompany is available on the Company?s website at https://www.cyient.com/hubfs/2021/CSR/Cyient_CSR_ Policy_3.1.pdf.

13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted. None of the directors ofthe company is disqualified under the provisions of the Companies Act 2013 (the'Act?) or under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Declaration by independent directors The Company has received necessarydeclaration from each independent director under Section 149(7) of the Companies Act2013 that he/ she meets the criteria of independence laid down in Section 149(6) of theCompanies Act 2013 and Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Certificate on Non- Disqualification of Directors pursuant toRegulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015 forms part of this Annual Report.

Appointments/Re-appointments Inductions and Change in Designation:

1. Mr. Ajay Aggarwal (DIN: 02565242) was appointed as an AdditionalDirector w.e.f. 22 April 2021; his appointment as Director was ratified in the AGM held on17 June 2021. He was further appointed as Executive Director and CFO for a period that isthe earlier of 3 years from 22 April 2021 or the attainment of the age of 60 years.

2. Mr. Karthikeyan Natarajan (DIN: 03099771) was appointed as anAdditional Director w.e.f 22 April 2021; his appointment as Director was ratified in theAGM held on 17 June 2021. He was further appointed as Executive Director and COO for aperiod that is the earlier of 3 years from 22 April 2021 or the attainment of the age of60 years.

3. Mr. M.M. Murugappan (DIN: 00170478) NonExecutive Non- IndependentDirector was appointed as Chairman w.e.f. 22 April2021;

4. Mr. Vikas Sehgal (DIN: 05218876) was re-appointed as IndependentDirector for a second consecutive term by members in the AGM held on 17 June 2021 for aperiod of 5 years w.e.f. 17 October 2021;

5. Mr. Vivek Gour (DIN: 00254383) and Ms. Matangi Gowrishankar (DIN:01518137) were each appointed for a second consecutive term by members vide Postal Ballotdated 31 March 2022 for a period of 5 years w.e.f. 25 April 2022

6. Mr. Ramesh Abhishek was appointed as Additional Director on 12August 2020 and the appointment was regularized by the members at the 30th AGM held on 17June 2021

Re-appointments:

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

1. Mr. B.V.R. Mohan Reddy (DIN 00058215) NonExecutive Non-Independent Director;

2. Mr. M.M. Murugappan (DIN: 00170478) NonExecutive Non- IndependentDirector;

Pursuant to the provisions of regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 onGeneral Meetings issued by ICSI brief particulars of the directors proposed to beappointed/ re-appointed are provided asan annexure to the notice convening the AGM.Retirements:

1. Mr. B.V.R. Mohan Reddy stepped down as Executive- Chairman w.e.f. 22April 2021 and continues as NonExecutive Non-Independent Director;

2. Mr. Som Mittal Independent Director retired from directorshipw.e.f. 6 February 2022;

3. There were no resignations during the year.

Key Managerial Personnel:

Following are the are Key Managerial Personnel of the Company inaccordance with the provisions of Section(s) 2(51) and 203 of theCompanies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

1. Mr. Krishna Bodanapu Managing Director & CEO.

2. Mr. Karthikeyan Natarajan Executive Director & COO

3. Mr. Ajay Aggarwal Executive Director & CFO; and

4. Mr. Sudheendhra Putty Company Secretary.

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of your Company have been registered andare members of Independent Directors Databank maintained by the Indian Institute ofCorporate Affairs (IICA).

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS:

The Company?s policy on directors? appointment andremuneration and other matters provided in section 178(3) of the Act have been disclosedin the corporate governance report which forms part of the Board's report.

15. NUMBER OF BOARD MEETINGS DURING THE YEAR:

During the FY 2022 six (6) meetings of the board were held thedetails of which have been disclosed in the corporate governance report which forms partof the Board's report. The maximum interval between any two meetings did not exceed 120days as prescribed by the Companies Act 2013.

16. BOARD EVALUATION AND ASSESSMENT:

The company believes that formal evaluation of the board and of theindividual directors on an annual basis is a potentially effective way to respond to thedemand for greater board accountability and effectiveness. For the company evaluationsprovide an ongoing means for directors to assess their individual and collectiveperformance and effectiveness. In addition to greater board accountability evaluation ofboard members helps in:

• More effective board processes

• Better collaboration and communication

• Greater clarity with regard to members? roles andresponsibilities and

• Improved Chairman - Managing Director - Board relations;

By focusing on the board as a team and on its overall performance thecompany ensures that communication and overall level of participation and engagement alsoimproves.

In order to facilitate the same the board undertook a formal boardassessment and evaluation process during 2021-22. The board evaluation was performed afterseeking inputs from all the directors and included criteria such as the board compositionand structure effectiveness of board processes information and functioning as providedby the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia on January 05 2017.

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

• Peer and self-evaluation of Directors;

• Evaluation of the performance and effectiveness of the board;

• Evaluation of the performance and effectiveness of BoardCommittees;

• Evaluation of the performance of the Chairman and the ManagingDirector & CEO;

• Feedback on management support to the Board;

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

KPMG analyzed the responses that were collected as part of the boardevaluation exercise and categorized the questions and responses based on a pre-determinedframework. The report was presented with the findings on the individual strengths andopportunities to improve Board efficiency.

17. COMMITTEES OF THE BOARD:

As required under the provisions of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as on March 312022 the Board has the following committees:

• Audit Committee;

• Leadership Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee.

• Environment Social and Governance (ESG) committee (thiscommittee subsumed the Corporate Social Responsibility and Diversity and InclusionCommittees);

The Board of Directors of the Company at its meeting held on January19 2022 constituted the Environment Social and Governance (ESG) committee.

During the year all recommendations made by the committees wereapproved by the Board. A detailed note on the composition of the committees is provided inthe Corporate governance report.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Internal FinancialControls are part of risk management process addressing financial and financial reportingrisks. They ensure the orderly and efficient conduct of business including adherence toCompany policies safeguarding of its assets prevention and detection of fraud errorreporting mechanisms accuracy and completeness of the accounting records. They aid in thetimely preparation of financial statements. The Internal Financial Controls have beendocumented digitised and embedded in the business process.

19. AUDITORS:

1. Statutory Auditors

At the 28th Annual General Meeting (the 'AGM') held on 6June 2019 the members approved the appointment of S.R. Batliboi & Associates LLPChartered Accountants (Firm Registration No. 101049W/E-300004) as Statutory Auditors ofthe company to hold office for a period of five years from the conclusion of that AGM tillthe conclusion of the 33rd AGM subject to ratification of their appointment byMembers at every AGM if so required under the Act.

The requirement to place the matter relating to appointment of auditorsfor ratification by Members at every AGM has been done away by the Companies (Amendment)Act 2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at this AGM.

2. Secretarial Auditors

The Board has appointed Mr. S. Chidambaram as the Secretarial Auditors(CP No.2286) for the financial year ended March 31 2022. The Secretarial Audit Report forthe financial year ended 31 March 2022 is annexed as Annexure 'C' to this report.

The Secretarial Audit Report issued by Mr. S. Chidambaram SecretarialAuditors (CP No.2286) for Cyient DLM Private Limited a material unlisted subsidiary forthe financial year ended 31 March 2022 is annexed as Annexure 'D' to this report.

20. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:

The Auditors? Report for FY 2022 does not contain anyqualification reservation or adverse remark. The Report is enclosed with the financialstatements in this Annual Report.

The Secretarial Auditors? Report for FY 2022 does not contain anyqualification reservation or adverse remark. During the FY 2022 the statutory auditorsand secretarial auditor have not reported any instances of frauds committed in the Companyby its Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended 31March 2022 for all applicable compliances as per the Securities and Exchange Board ofIndia Regulations and Circulars/Guidelines issued thereunder. The Annual SecretarialCompliance Report issued by Mr. S. Chidambaram has been submitted to the Stock Exchangeswithin 60 days of the end of the Financial Year.

21. VIGIL MECHANISM:

The Company has put in place a Whistle Blower Policy and hasestablished the necessary vigil mechanism as defined under Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) 2015 for employees and others to report concernsabout unethical behaviour. It also provides for adequate safeguards against thevictimisation of employees who avail of mechanism. No person has been denied access to theChairman of the audit committee.

The Whistle blower Policy is available on the website of the companyi.e. (https://www.cyient.com/investors/ corporate-governance/). The Company hasimplemented a web based/online mechanism under the whistle blower policy. This mechanismencompasses the entire trail from the lodging of a complaint to its eventual redressal.The system also provides a dial-in facility to associates in various languages across thecountries where the company has its operations.

22. EMPLOYEE STOCK OPTION PLANS:

During the year the company had granted options to the associates ofthe company and its subsidiaries in accordance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity) Regulations 2021. Disclosurespursuant to the said regulations is disclosed at the website of the company athttps://www.cyient.com/investors/ corporate-governance/ and enclosed as Annexure 'E'.

23. CONSERVATION OF ENERGY RESEARCH AND

DEVELOPMENT TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy research anddevelopment technology absorption foreign exchange earnings and outgo as required to bedisclosed under the Companies Act 2013 are provided in Annexure 'F' to the report.

24. MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34 read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis is enclosed as Annexure 'G'.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan guarantee or security isproposed to be utilised by the recipient are provided in the standalone financialstatements. (refer note no. 5 6 and 24 to the standalone financial statements).

27. RELATED PARTY TRANSACTIONS:

The company has complied with the provisions of section 188(1) of theAct dealing with related party transactions. Information on transactions with relatedparties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Form AOC-2 and is enclosed as Annexure 'H'. Referenceis also made to Note No. 24 of standalone financial statements.

28. ANNUAL RETURN:

In accordance with the Companies Act 2013 a copy of the annual returnin the prescribed format as on 31 March 2022 is available on the Company?s website athttps:// www.cyient.com/investors/.

29. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below:

a) The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

i) Executive Directors:

Name DIN Designation Ratio to Median remuneration
Krishna Bodanapu 00605187 Managing Director 197.51
Karthikeyan Natarajan 03099771 Executive Director &COO 212.86
Ajay Aggarwal 02565242 Executive Director &CFO 82.12

ii) Non-Executive/ Independent Director

Name DIN Designation Ratio to Median remuneration
M.M. Murugappan 00170478 Director 1.87
Som Mittal (resigned w.e.f 06.02.2022) 00074842 Director 1.87
Ramesh Abhishek 07452293 Director 1.87
Vikas Seghal 05218876 Director 4.74
Vivek N Gour 00254383 Director 1.87
Matangi Gowrishankar 01518137 Director 1.87
Vinai Thummalapally 07797921 Director 4.74
B.V.R. Mohan Reddy 00058215 Director 6.24
Alain A De Taeye 03015749 Director 1.87

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

Name Designation % increase in remuneration in the financial year
Krishna Bodanapu Managing Director & CEO 34.0
Karthikeyan Natarajan Executive Director &COO 247.9
Ajay Aggarwal Executive Director & CFO 174.0
Sudheendhra Putty Company Secretary 56.8

As Mr. Karthik Natarajan and Mr. Ajay Aggarwal were not ExecutiveDirectors but executives of the company for the financial year ended 31 March 2021 theamounts indicated above are not strictly comparable

c) The percentage increase in the median remuneration of employees inthe financial year: 6.55%

d) The number of permanent employees on the rolls of Company: 12780

e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

The average annual increase was around 5.26% and the average annualincrease managerial personnel 6%.

f) Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms remuneration is as per the remuneration policy ofthe Company.

g) The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexureforming part of this report.

Further the report and the financial statements are being sent to themembers excluding the aforesaid annexure. In terms of Section 136 of the Act the saidannexure is open for inspection at the Registered Office of the Company. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary -company.secretary@ cyient.com

30. 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 constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the FY 2022.

The year 2021-22 continues to be challenging for many with lot ofchanges in policies and practices based on the prevailing situations. With majority ofwork force Working from home Organization had reworked on the POSH connect initiativesand ensured Virtual connects every month with associates to build awareness among them.

List of Initiatives under POSH for 2021-22

• We had one registered POSH case in Q1 of FY21- 22 which wasclosed within the timeline and the respondent was given a warning letter with a penalty ofno increment for the FY21- 22

• Awareness and sensitization continues during Induction andmandatory POSH Course for all the new joiners in Dcafe (l&d portal) For all associateswe should be making it mandatory with the new module in this FY22- 23

• With the present WFH Scenario there were no key events

• We continue to have our posh committee meetings to enhance theawareness among associates.

There are no pending complaints either at the beginning or at end ofthe financial year.

31. RISK MANAGEMENT:

The company pursues a comprehensive risk management programme as anessential element of sound corporate governance and is committed to continuously embeddingrisk management in its daily culture. This process is followed in five steps:

• Identify risks and opportunities

• assess risk and performance for key processes

• evaluate the risk impact across business operations

• develop mitigation plan for the risks identified and

• monitor the risks at regular intervals and report to

• the Risk Management Committee

The company has classified the risks into five categories:

i. Strategic

ii. Reputational

iii. Operational

iv. Financial

v. Compliance/Litigation.

Each identified risk is assessed according to its probability andimpact on the company.

The Board of Directors has formed an internal risk management committeeto identify evaluate mitigate and monitor the risk management in the company. Thecommittee comprises cross-functional membership from the senior management of the company.The primary objectives of the Committee are to assist the Board in the following:

• To provide an oversight for all categories of risk andpromulgate risk culture in the organization.

• To adopt leading risk management practices in the industry andmanage risk proactively at organizational level.

• Help to develop a culture of the enterprise that all levels ofpeople understand risks.

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

• Approve and review risk management plan which includes company'srisk management structure framework methodologies adopted guidelines and details ofassurance and review of the risk management process.

• Monitor risks and risk management capabilities and mitigationplans.

More details on the risk management committee of the board can be foundin the Corporate governance report. Members may also refer to the Management Discussion& Analysis Report.

32. CORPORATE GOVERNANCE:

The Company will continue to uphold the true spirit of CorporateGovernance and implement the best governance practices. A report on Corporate Governancepursuant to the provisions of Corporate Governance Code stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.

Full details of the various board committees are also provided thereinalong with Auditors? Certificate regarding compliance of conditions of corporategovernance is enclosed as Annexure 'I'.

33. DISCLOSURE REQUIREMENTS:

Familiarization programme of the independent directors:

https://www.cyient.com/investors/corporate- governance/

Policy for determining material subsidiaries of the Company:https://www.cyient.com/investors/ corporate-governance/

Policy on dealing with related party transactions:

https://www.cyient.com/investors/corporate- governance/

Prevention of sexual harassment policy:

https://www.cyient.com/investors/corporate- governance/

Environment health and safety policy

https://www.cyient.com/investors/corporate- governance/

Dividend Payment policy:

https://www.cyient.com/investors/corporate-governance/ company's policyon Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Companies Act 2013:

https://www.cyient.com/investors/corporate-governance/

34. SIGNIFICANT AND MATERIAL ORDERS:

There are no orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company?s operations in future.

35. CEO'S DECLARATION:

Pursuant to the provisions of Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a declaration by the ManagingDirector & CEO of the company declaring that all the members of the board and thesenior management personnel of the company have affirmed compliance with the Code ofConduct of the company is enclosed as Annexure 'J?.

The CEO/CFO certification to the board pursuant to Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed asAnnexure 'K?.

36. MATERIAL CHANGES & COMMITMENTS:

There were no material changes and commitments affecting the financialposition of the Company which occurred between the end of financial year to which thefinancial statement relate on the date of this report.

37. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

38. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

The Company has not made any application under the Insolvency andBankruptcy Code 2016 during the FY 2022.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2022.

40. ACKNOWLEDGMENTS:

The board of directors? expresses their thanks to thecompany?s customers shareholders vendors and bankers for their support to thecompany during the year. We also express our sincere appreciation to the contribution madeby employees at all levels. Our consistent growth was made possible by their hard workcooperation and support.

Your directors would like to make a special mention of the supportextended by the various Departments of the Central and State Governments particularly theSoftware Technology Parks of India Development Commissioners - SEZ Department ofCommunication and Information Technology the Direct and Indirect tax authorities theMinistry of Commerce the Reserve Bank of India Ministry of Corporate Affairs/Registrarof Companies Securities and Exchange Board of India the Stock Exchanges and others andlook forward to their support in all future endeavours.

For and on behalf of the Board
M.M. Murugappan Krishna Bodanapu
Place: Hyderabad Non-Executive Chairman Managing Director &CEO
Date: 21 April 2022 (DIN-00170478) (DIN-00605187)

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