Your Directors are pleased to present the Thirty Fifth (35th) Board’s
Report on the business and operations of Cyient Limited ("Cyient" or the
"Company"), together with the audited Financial Statements for the financial
year ended 31 March 2026. Wherever necessary, the consolidated performance of the Company
and its subsidiaries has also been referred to in this Report.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rs. Million, except for EPS data)
| Particulars |
Standalone |
Consolidated |
|
FY 2026 |
FY 2025 |
FY 2026 |
FY 2025 |
| Revenue from contracts
with customers |
23,633 |
24,136 |
72,682 |
73,604 |
| Other Income |
1,389 |
805 |
1,772 |
966 |
Total Income |
25,022 |
24,941 |
74,454 |
74,570 |
| Expenses |
|
|
|
|
| Operating Expenditure |
17,913 |
18,437 |
63,300 |
62,171 |
| Depreciation and amortization expense |
806 |
891 |
2,782 |
2,672 |
| Impairment of non-current assets |
- |
- |
278 |
- |
Total Expenses |
18,719 |
19,328 |
66,300 |
64,843 |
| Profit before finance cost, tax |
6,303 |
5,613 |
8,093 |
9,727 |
| Share of profit from Joint Venture and
associate |
- |
- |
(113) |
(49) |
| Finance Cost |
104 |
170 |
608 |
928 |
| Exceptional item |
(3,309) |
7,831 |
(928) |
- |
Profit before tax (PBT) |
2,890 |
13,274 |
6,445 |
8,750 |
| Total tax expenses |
1,344 |
2,028 |
1,815 |
2,267 |
Profit after Tax (PAT) |
1,546 |
11,246 |
4,630 |
6,483 |
| Non-controlling Interest |
- |
- |
351 |
326 |
Profit attributable to Shareholders of the
Company |
1,546 |
11,246 |
4,279 |
6,157 |
| Other Comprehensive Income |
(299) |
34 |
2,448 |
299 |
| Basic EPS |
14.01 |
102.20 |
38.78 |
55.95 |
| Diluted EPS |
13.93 |
101.39 |
38.54 |
55.51 |
| Paid up share capital |
556 |
555 |
556 |
555 |
| Other Equity |
35,341 |
37,114 |
56,263 |
52,540 |
*Note: The above figures are extracted from the audited standalone and
consolidated financial statements of the Company prepared in accordance with the Indian
Accounting Standards ("Ind AS").
2. STATE OF AFFAIRS AND COMPANY'S PERFORMANCE:
Your Company is a global engineering and technology solutions company,
delivering intelligent engineering and technology solutions for a digital, autonomous, and
sustainable future. The Company collaborates with customers across their value chain to
design, build, operate, and maintain products and services that enable them to emerge as
leaders and trusted brands in their respective industries and markets. Customers leverage
the Company’s deep domain expertise in engineering, manufacturing, and digital
technologies to develop and support next-generation solutions that meet the highest
standards of safety, reliability, quality, and performance.
Your Company provides engineering, manufacturing, geospatial, network,
and operations management services to global industry leaders across diverse sectors.
Through the integration of advanced technologies, digital capabilities, and robust
delivery processes, the Company continues to deliver innovative and future-ready solutions
that enhance operational excellence, accelerate transformation, and create sustainable
stakeholder value.
The Company’s strategy continues to be aligned with key global
megatrends, including intelligent mobility, sustainability, smart operations, digital
healthcare, and advanced connectivity systems. By leveraging emerging technologies such as
Artificial Intelligence (AI), Generative AI, data analytics, cloud, and intelligent
automation, the Company is enhancing its engineering capabilities and driving
innovation-led transformation across industries.
During the year under review, the Company continued to strengthen its
strategic focus on accelerating digital, engineering, and technology convergence to
address evolving customer requirements and emerging industry opportunities. The Company
remained committed to enabling customers to build intelligent products, modernize
operations, enhance connectivity, and advance their sustainability objectives in an
increasingly dynamic and technology-driven business environment. Backed by a diversified
business portfolio, strong global delivery capabilities, customer-centric approach, and
operational resilience, the Company remains well-positioned to navigate evolving market
conditions while maintaining agility, competitiveness, and long-term sustainable growth
across geographies and industry verticals.
Driven by a purpose-led culture and guided by its core values, the
Company remains focused on innovation, talent development, responsible business practices,
and sustainable growth. With its strong engineering foundation, global footprint, and
technology-led capabilities, the Company is well-positioned to capitalize on emerging
opportunities and create long-term value for all stakeholders.
On a consolidated basis, the revenue from operations for FY 2026 was
Rs.72,682 as compared to Rs.73,604 in the previous financial year. The profit for the year
attributable to shareholders for FY 2026 was Rs. 4,279, as against Rs. 6,157 in FY 2025.
On a standalone basis, the revenue from operations for FY 2026 was Rs.
23,633, as compared to Rs. 24,136 in the previous financial year. The profit for the year
attributable to shareholders for FY 2026 was Rs. 1,546, as against Rs. 11,246 in FY 2025.
The Company did not undergo any change in the nature of its business
during FY 2026.
3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:
In line with the Company’s Dividend Distribution Policy and its
practice of returning substantial free cash flow to shareholders, the Company has
declared/recommended the following dividends during the year, based on its overall
performance:
| Particulars |
FY 2026 |
FY 2025 |
|
Dividend per share (in 5) |
Dividend % |
Dividend per share (in 5) |
Dividend % |
| Interim dividend |
16 |
320 |
12 |
240 |
| Final dividend* |
NA |
NA |
14 |
280 |
| Total dividend |
16 |
320 |
26 |
520 |
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Company has formulated a Dividend Distribution Policy,
which is available on the Company’s website. The web-link for the same has been
provided at the end of this Report.
4. EARNINGS PER SHARE (EPS):
The Basic Earnings Per Share (EPS) of the Company for the financial
year ended 31 March 2026 stood at Rs. 14.01 on a standalone basis and Rs. 38.78 on a
consolidated basis.
5. TRANSFER TO RESERVES:
No amount was transferred to reserves during the year under review. The
closing balance of retained earnings of the Company, after all appropriations and
adjustments for FY 2026, stood at Rs. 24,290 Mn.
6. LIQUIDITY:
The Company continues to maintain a debt-free position with adequate
liquidity to support its operational requirements and strategic priorities. As at 31 March
2026, the Company’s liquid assets stood at Rs. 11,759 Million as compared to Rs.
9,700 Million as at the previous year end. These funds were invested in short-term
deposits with scheduled banks and financial institutions, mutual funds, perpetual bonds,
and tax-free bonds.
7. PUBLIC DEPOSITS:
During the year under review, the Company did not accept any deposits
within the meaning of Sections 73 and 74 of the Act. Accordingly, no amount towards
principal or interest on public deposits was outstanding as on the date of the Balance
Sheet.
8. SHARE CAPITAL:
8.1. The Particulars of share capital of the Company are as follows:
Particulars |
Amount (Rs.) |
| Authorized share capital |
140,00,00,000 |
| (28,00,00,000 Equity Shares of Rs. 5.00 each) |
|
| Issued, subscribed and paid-up share capital |
55,56,30,940 |
| (11,11,26,188 Equity Shares of Rs. 5.00 each) |
|
8.2. Shares allotted during the FY 2026:
(a) Public issue, rights issue, preferential issue:
No such shares were issued during the FY 2026.
(b) Issue of Shares under ESOP:
Your Company has allotted the following Equity Shares to the associates
of the Company and its subsidiaries upon exercise of an equal number of stock options
vested in them pursuant to the extant Stock Option Schemes of the Company:
| Allotments |
ASOP 2015 |
ARSU 2020 |
Total |
| 24-04-2025 |
7,127 |
4,683 |
11,810 |
| 12-06-2025 |
1,065 |
13,332 |
14,397 |
| 07-07-2025 |
6,975 |
10,118 |
17,093 |
| 30-07-2025 |
1,119 |
1,683 |
2,802 |
| 01-09-2025 |
0 |
2,106 |
2,106 |
| 13-10-2025 |
1,395 |
1,849 |
3,244 |
| 10-11-2025 |
3,000 |
182 |
3,182 |
| 01-12-2025 |
553 |
8,084 |
8,637 |
| 08-01-2026 |
1,405 |
11,037 |
12,442 |
| 03-02-2026 |
4,400 |
1,346 |
5,746 |
| 04-03-2026 |
1,123 |
2,500 |
3,623 |
| 24-03-2026 |
2,050 |
132 |
2,182 |
Total Shares issued during the year |
87,264 |
|
|
(c) Issue of Shares with differential rights as to dividend, voting
or otherwise:
There were no issue of equity shares with differential rights as to
dividend, voting or otherwise.
(d) Issue of Sweat Equity Shares:
No Sweat Equity Shares were issued during the FY 2026.
(e) Issue of Bonus Shares:
No Bonus Shares were issued during the FY 2026.
(f) Buy-back of Shares:
During the current year, the Board of Directors has approved the
buyback proposal for purchase by the Company of up to 6,400,000 equity shares of Rs. 5
each (representing 5.76% of the total paid-up equity share capital) from the eligible
equity shareholders of the Company other than promoters, promoter group and persons who
are in control of the Company on a proportionate basis, by way of a tender offer, at a
price of Rs. 1,125 per equity share, for an aggregate amount not exceeding Rs. 7,200 Mn,
in accordance with the applicable provisions of the Securities and Exchange Board of India
(Buy-back of Securities) Regulations, 2018, the Companies Act, 2013, and the rules made
thereunder.
9. CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the applicable provisions of the Act, Regulation 33
of the SEBI Listing Regulations, and the Indian Accounting Standards prescribed under the
Companies (Indian Accounting Standards) Rules, 2015, the Company has prepared the
consolidated financial statements.
The audited consolidated financial statements, together with the
Independent Auditor’s Report thereon, form part of this Annual Report.
10. 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 were entered into the ordinary course of business and at arm’s length
basis. The information on transactions with related parties pursuant to section 134(3) (h)
of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Form
AOC- 2 and is enclosed to this Report. Kindly refer to Annexure 3. Reference is
also made to Note No. 24 of standalone financial statements.
11. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:
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 utilized by the recipient are provided in the Standalone Financial
Statements. (Kindly refer note 33 to the Standalone Financial Statements).
12. MATERIAL CHANGES & COMMITMENTS:
There were no material changes or commitments affecting the financial
position of the Company that occurred between the end of the financial year to which the
financial statements relate and the date of this Report. Any other changes in commitments,
if applicable,
have been disclosed at the relevant places in this Annual Report.
13. 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:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) 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;
c) 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. RISK MANAGEMENT:
The Company pursues a comprehensive risk management programme as an
essential element of sound corporate governance and is committed to continuously embedding
risk management in its daily culture. This process is followed in five steps:
• Identify risks and opportunities
• assess risk and performance for key processes
• evaluate the risk impact across business operations
• develop mitigation plan for the risks identified and
• monitor the risks at regular intervals and report to the Risk
Management Committee
The Company has classified the risks into five categories:
i. Strategic
ii. Reputational
iii. Operational
iv. Financial
v. Compliance/Litigation.
Each identified risk is assessed according to its probability and
impact on the Company.
The Board of Directors has formed an internal risk management committee
to identify, evaluate, mitigate and monitor the risk management in the Company. The
committee 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 and
promulgate risk culture in the organization.
• To adopt leading risk management practices in the industry and
manage risk proactively at organizational level.
• Help to develop a culture of the enterprise that all levels of
people understand risks.
• Provide input to management of risk appetite and tolerance and
monitor the organization's risk on an ongoing basis.
• Approve and review risk management plan which includes Company's
risk management structure, framework, methodologies adopted, guidelines and details of
assurance and review of the risk management process.
• Monitor risks and 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.
15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls of the Company form an integral part of
its risk management framework and are designed to address financial and financial
reporting risks. These controls facilitate orderly and efficient conduct of business
operations, ensure compliance with the Company's policies and procedures, safeguard
assets, support prevention and detection offrauds and errors, and ensure accuracy and
completeness of accounting records and timely preparation of financial statements. The
Internal Financial Controls are appropriately documented, digitized, and embedded within
the Company's business processes.
16. VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy and established a
robust vigil mechanism in accordance with Regulation 22 of the SEBI Listing Regulations to
enable employees and other stakeholders to report genuine concerns relating to unethical
behaviour or violations of the Company's Code of Conduct. The mechanism also provides
adequate safeguards against victimisation of individuals who avail of this facility. No
person has been denied access to the Chairperson of the Audit Committee.
The Whistle Blower Policy is available on the Company's website, and
the web-link for the same has been disclosed separately at the end of this Report. The
Company has also implemented a web-based/online reporting mechanism under the Policy,
ensuring end-to-end tracking of complaints from registration to resolution. Additionally,
the system provides a dial-in facility in multiple languages across geographies where the
Company operates.
17. 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 to this Report. Kindly refer to Annexure
12.
18. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES:
The details of the subsidiaries, associates, and joint ventures of the
Company as on 31 March 2026 form part of this Annual Report. The Company has complied with
the provisions of Regulation 24 of SEBI (LODR) Regulations, 2015. Details pertaining to
the material subsidiaries are provided in the Report on Corporate Governance forming part
of this Annual Report. The list of group companies is provided in Form AOC-2 attached as Annexure
3 to this Report.
Statement containing the salient features of the Financial Statements
of the Subsidiary Companies/ Associate Companies/JV:
As per the provisions of Sections 129 of the Act read with Rule 5 of
the Companies (Accounts) Rules, 2014, a separate statement containing the salient features
of the Financial Statements of the Subsidiary Companies/ Associate Companies/JV in Form
AOC-1 is published as a part of the Annual Report. Kindly refer to Annexure 2.
During the year, there has been no material change in the nature of the
business of the subsidiaries and JV, except the following:
Material Events concerning the Subsidiaries/JV:
During the financial year under review, the following material
developments took place in relation to the subsidiaries and joint venture of the Company:
• The Company has completed the closure of its Branch Office in
Norway, registered under Branch Registration Number 990 823 723.
• The Company has undertaken the winding up and liquidation of
Cyient Israel India Limited, a wholly owned subsidiary of the Company, incorporated under
the laws of Israel (Registration No. 515489664).
• The National Company Law Tribunal (NCLT), vide its order dated
August 28, 2025, directed the commencement of the Corporate Insolvency Resolution Process
in respect of Infotech HAL Limited, a Joint Venture of the Company, which subsequently
entered into liquidation.
• The Company has completed the closure of its branch offices in
the Philippines and Australia on July 24, 2025.
• Cyient Europe Limited, a wholly owned subsidiary of the Company,
has established a branch office in Italy on July 28, 2025.
• Cyient Semiconductors Private Limited, a wholly owned subsidiary
of the Company, has incorporated Cyient Semiconductors Singapore Pte. Limited in Singapore
on July 29, 2025.
• The Company has completed the closure of its branch office in
Korea on September 26, 2025.
• The Board of Directors, at its meeting held on December 17,
2025, approved entering into a definitive agreement for the acquisition of a majority
stake exceeding 65% in Kinetic Technologies, through its wholly owned subsidiary, Cyient
Semiconductors Singapore Pte. Limited.
• Cyient Inc., a wholly owned subsidiary of the Company, has
incorporated CDS Lavender Holdings, Inc. in Delaware, United States of America.
19. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED
ENTITY:
The information as required to be provided under Schedule V Para C
clause 10 (n) of the SEBI Listing Regulations forms part of the Report on Corporate
Governance enclosed to the Annual Report.
20. CORPORATE SOCIAL RESPONSIBILITY:
Our commitment to Corporate Social Responsibility reflects the enduring
values and deep sense of responsibility embedded across Cyient and its subsidiaries
towards society and the environment. Guided by a purpose-driven approach, the Company
continues to create meaningful and sustainable impact through initiatives focused on
inclusive growth, community development, and long-term societal value creation. This
philosophy is deeply rooted in the vision of our Founder, Dr. B.V.R. Mohan Reddy, who
stated: "We believe in the philosophy that sustained development of society is vital
to the sustained growth of the businesses that exist within that community. Over the last
30 years, we built a great Company 'Cyient', consistently creating shareholder
value."
Your Company firmly believes that sustainable business success must be
accompanied by meaningful social progress and long-term community development.
Accordingly, the Company's Corporate Social Responsibility ("CSR") initiatives
extend beyond philanthropy and are focused on creating measurable, sustainable, and
transformative social impact.
Guided by its philosophy of "Empowering Tomorrow Together",
Cyient continues to embed social responsibility and environmental consciousness into its
broader business ethos. Through focused interventions in areas such as education,
healthcare, skill development, and smart village initiatives, the Company strives to drive
inclusive growth, strengthen communities, and create enduring value for society.
The Company's CSR initiatives are primarily driven through the Cyient
Foundation and Cyient Urban Micro Skill Centre Foundation, along with strategic
collaborations with NGOs, trusts, government bodies, educational institutions, industry
associations, and other implementation partners to maximize outreach and impact.
The Company's CSR initiatives are strategically aligned and implemented
across five key focus pillars, namely:
a) Education & Digital Literacy
b) Women Empowerment & Skill Development
c) Preventive Health Care & Rural Development
d) Environmental Protection & Conservation
e) Innovation & Entrepreneurship
During FY 2026, the Company incurred an expenditure of Rs. 106 million
towards its CSR initiatives in line with its CSR commitments and focus areas. The details
of the CSR activities undertaken during the year form part of this Annual Report. It is
confirmed that there is no shortfall or carry forward of the CSR spend. The Annual Report
on CSR Activities is annexed to this Report as Annexure 5.
The composition and details of the ESG Committee are provided in the
Report on Corporate Governance forming part of this Annual Report. The CSR Policy of the
Company is available on the Company's website, and the web-link for the same has been
disclosed separately at the end of this Report.
21. BOARD OF DIRECTORS, KMP AND SMP:
21.1. Board:
The Board of Directors of the Company comprises eminent professionals
and industry leaders with extensive experience across engineering, technology, business
management, finance, governance, and strategy, who provide valuable guidance and strategic
direction to the Company.
As on 31 March 2026, the Board comprised ten Directors, including
Executive, Non-Executive, and Independent Directors, with an appropriate balance of
skills, expertise, experience, and diversity in accordance with the applicable provisions
of the Act and the SEBI Listing Regulations. The Board also includes distinguished leaders
with deep domain knowledge and strong governance credentials, enabling effective oversight
and longterm value creation for stakeholders.
21.2. Board Diversity:
The Company believes that a diverse Board plays a critical role in
strengthening governance, enhancing strategic oversight, and driving sustainable growth.
The Board comprises professionals from varied backgrounds with diverse expertise across
industries, business functions, leadership roles, and governance practices, bringing a
broad spectrum of perspectives and experience to the Board’s deliberations.
The diversity of the Board is considered while determining its optimum
composition, with due regard to skills, experience, knowledge, independence, gender, and
professional background. All appointments to the Board are based on merit, competence, and
the specific capabilities required to enable the Board to effectively discharge its
responsibilities and create long-term stakeholder value.
21.3. Independent Directors:
As a matter of governance practice, the Company endeavours to maintain
Independent Directors constituting at least 50% of the Board strength. Mr. Sunil
Bhumralkar has been designated as the Lead Independent Director and serves as a key link
between the Independent Directors, the Board, and the management, while discharging such
other responsibilities as may be entrusted by the Board or the Independent Directors from
time to time. None of the Independent Directors is related to the Promoters or the
Promoter Group of the Company.
21.4. Declaration by Independent Directors
All the Independent Directors of the Company have provided declaration
of independence as required under Section 149(7) of the Act and Regulation 25(8) of the
SEBI Listing Regulations, stating that they continue to meet the criteria of independence
as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing
Regulations. Further, Independent Directors of the Company have also confirmed that they
have complied with the Code for Independent Directors prescribed in Schedule IV to the
Act. They had no pecuniary relationship or transactions with the Company, other than as
permitted under relevant regulations. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience, proficiency and
expertise and they hold highest standards of integrity. The Directors are compliant with
the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as applicable.
21.5. Statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the proficiency) of the independent
directors appointed during the year:
The Board is of the opinion that all the Independent Directors are
persons of integrity and possess the requisite expertise, experience, knowledge, and
proficiency required to effectively discharge their duties and responsibilities. The
Company also provides appropriate familiarization programmes to newly inducted Independent
Directors to enable them to gain insights into the Company’s business, operations,
and governance framework.
21.6. Familiarization Programme for Independent
Directors
In compliance with Regulation 25(7) of the SEBI Listing Regulations
read with Schedule IV of the Companies Act, 2013, the Company has instituted a structured
Familiarization Programme for its Independent Directors. The programme is designed to
familiarize the Independent Directors with the Company’s business operations,
industry landscape, strategic priorities, governance framework, and their roles, rights,
and responsibilities as members of the Board and its Committees.
The Independent Directors are periodically updated on the business
environment, operational performance, risk management practices, regulatory developments,
sustainability initiatives, and emerging industry trends to enable them to effectively
contribute to the Company’s growth and governance objectives.
The familiarization sessions are conducted through presentations,
meetings, site visits, and interactions with the senior leadership team, as may be
considered necessary from time to time. The details of the Familiarization Programme are
available on the Company’s website and the web- link for the same has been disclosed
separately at the end of this Report.
21.7. Registration of Independent Directors in
Independent Directors Databank:
All the Independent Directors of the Company are registered with and
are members of the Independent Directors Databank maintained by the Indian Institute of
Corporate Affairs (IICA).
21.8. 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 elsewhere in the Annual Report.
21.9. Company's policy on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of section 178 of the Companies
Act, 2013:
The Company has adopted a Policy on Appointment of Directors and Board
Diversity, including the criteria for determining qualifications, positive attributes, and
independence of Directors, in accordance with the provisions of Section 178(3) of the Act
and Regulation 19 of the SEBI Listing Regulations.
The Company has also adopted a Remuneration Policy covering
remuneration and other related matters as prescribed under Section 178(3) of the Act. The
details of the same are provided in the Report on Corporate Governance forming part of
this Annual Report.
Criteria of the payment of remuneration to Non-Executive Directors has
been published on the website of the Company at the 'Corporate Governance’ section.
The web-link for the same has been disclosed separately at the end of this Report.
The aforesaid policies are available on the Company’s website and
the respective web-links have been disclosed separately at the end of this Report.
21.10. Changes in the composition of Board of
Directors:
Your Company made the following changes to the composition of Board of
Directors:
i. Appointments:
a. Mr. B.V.R. Mohan Reddy (DIN: 00058215) was re-appointed as the
Non-Executive Non-Independent Director of the Company post attaining the age of 75 years.
Via Postal Ballot dated 11th October, 2025.
b. Mr. Krishna Bodanapu (DIN00605187), was re-appointed Executive
Vice-Chairman and Managing Director of the Company for a period of 3 (Three) years
effective from 3 April 2026.
c. Mr. P.R. Ramesh (DIN 01915274) was appointed as an Independent
Director of the Company for a term of 3 years with effect from 18 August 2025.
d. Mr. Madan Pillutla (DIN: 09280818) was appointed as an Independent
Director of the Company for a term of 3 years with effect from 18 August 2025.
e. Mr. Sunil Bhumralkar (DIN 00177658) was appointed as an Independent
Director of the Company for a term of 3 years with effect from 19 September 2025.
ii. Retirements and re-appointments at the AGM:
• AGM 2025:
At the previous AGM held on 16th July, 2025, Mr. Krishna Bodanapu (DIN:
00605187) who retired by rotation and being eligible, offered himself for re-appointment
as a director, liable to retire by rotation.
• AGM 2026:
Mr. M.M. Murugappan (DIN 00170478) who retires by rotation and being
eligible, offers himself for reappointment as a director liable to retire by rotation.
iii. Re-appointment of Director:
Pursuant to the provisions of regulation 36 of the SEBI Listing
Regulations and SS 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.
iv. Resignations/retirements:
• Ms. Matangi Gowrishankar (DIN 03099771) resigned from the
position of Independent Director, with effect from 22 January 2026. Consequently, she
ceased to be Chairperson of Leadership, Nomination and Remuneration Committee of the
Company and also step down from the Boards of Cyient Inc. and Cyient Europe Limited which
are material subsidiaries of the company.
• Mr. Vivek Narayan Gour (DIN: 00254383), resigned from the
position of Independent Director ofthe Company, with effect from 16 October 2025.
Consequently, he also ceased to be Chairman of Audit Committee and Risk Management
Committee of the Company.
21.11. KMP as at the end of the financial year:
The following persons were designated as the Key Managerial Personnel
("KMP") of the Company as on 31 March 2026, pursuant to the provisions of
Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
| Sl. No. Name of the KMP |
Designation |
| 1. Krishna Bodanapu |
Executive Vice- Chairman & MD |
| 2. Sukamal Banerjee |
Executive Director & CEO |
| 3. Prabhakar Atla* |
Chief Financial Officer |
| 4. Sudheendhra Putty |
Company Secretary |
*At the Board Meeting held on 3 March 2026, Mr. Prabhakar Atla
transitioned from the role of Chief Financial Officer and was appointed as the Chief
Operating Officer ofthe Company with effect from 1 April 2026. Consequently, Mr. Shrinivas
Kulkarni was appointed as the Chief Financial Officer of the Company with effect from 1
April 2026.
21.12. Details of Senior Management Personnel (SMP) as at the end of
the financial year
As on 31 March 2026, the following officials were designated as Senior
Management Personnel ("SMP") of the Company in accordance with the provisions of
the SEBI Listing Regulations, other than those already identified as Key Managerial
Personnel ("KMP") above:
| Sl. No. Name of the SMP |
Designation |
Tenure in the Company (in years) |
| 1. PNSV Narasimham |
President & Head of Corporate Functions |
10 |
| 2. KA Prabhakaran |
Senior Vice-President & Chief Technology
Officer |
2 |
| 3. Kavita Kurup |
Sr. Vice President & Chief People
Officer* |
1 |
* The details relating to the composition ofthe Board, Key Managerial
Personnel ("KMP"), Senior Management Personnel ("SMP"), and the
Committees of the Board are provided in the Report on Corporate Governance forming part of
this Annual Report.
22. BOARD MEETINGS DURING THE YEAR:
During FY 2026, eight (8) meetings of the Board were held. The details
of the Board Meetings are provided in the Report on Corporate Governance forming part of
this Annual Report. The gap between any two consecutive meetings did not exceed 120 days,
in compliance with the provisions of the Act.
23. BOARD EVALUATION AND ASSESSMENT:
The Company conducted a comprehensive annual evaluation of the Board
for the financial year 2025-26, encompassing the performance of the Board as a whole, its
Committees, as well as the Chairperson, Managing Director, and individual Directors. The
evaluation was carried out through a structured framework based on questionnaires
circulated among Directors, with responses collated and analysed against defined
parameters. The evaluation criteria were formulated by the Leadership, Nomination &
Remuneration Committee in alignment with the applicable provisions of the Companies Act,
2013 and SEBI Listing Regulations, ensuring a robust and objective assessment mechanism.
In addition, the Independent Directors, at their separate meeting,
evaluated the performance of the NonIndependent Directors, the Board as a whole, and the
Chairperson, after considering the views of the Executive and Non-Executive Directors. The
Board and the Leadership, Nomination & Remuneration Committee also undertook an
evaluation of individual Directors based on parameters such as participation, quality of
contribution to discussions, domain expertise, and overall effectiveness. This
multi-layered evaluation approach enabled a balanced and comprehensive assessment of
governance effectiveness across all levels.
An independent external firm of Practising Company Secretaries,
Pracheta and Associates (FCS No.: 9323, CP No.: 9838, Peer Review No.: 7726/2026), was
engaged to facilitate the evaluation process and to provide an objective summary of the
outcomes. Based on the analysis of responses and the evaluation framework, the firm issued
a detailed report highlighting overall performance ratings, key strengths in governance
practices, and recommended areas for improvement. The report affirms that the Board and
its Committees are functioning effectively, while also recommending measures for further
fortifying Board processes and governance standards.
24. COMMITTEES OF THE BOARD:
As required under the provisions of the Act and the SEBI Listing
Regulations, as on 31 March 2026, the Board has the following committees:
• Audit Committee;
• Leadership, Nomination & Remuneration Committee;
• Risk Management Committee;
• Stakeholders Engagement Committee;
• ESG Committee (this committee handles the matters pertaining to
Corporate Social Responsibility as required under section 135 of the Act);
In compliance with the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, the Company has constituted all the requisite statutory
committees of the Board. Detailed information relating to the composition of the
Committees, number of meetings held, and key functions discharged during the year is
provided in the Report on Corporate Governance forming part of this Annual Report.
During the year under review, there were no instances where the Board
did not accept the recommendations of any of its Committees, including the Audit
Committee.
25. ESOP:
The Company has instituted the following Employee Stock Option Plans
("ESOP")/Restricted Stock Unit ("RSU") Schemes in accordance with and
in compliance with the applicable provisions of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations"):
• Associate Stock Option Plan 2015;
• Associate Restricted Stock Units Scheme 2020;
• Associate Stock Option Scheme 2021; and
• Associate Stock Option Plan 2023.
During the year under review, the Company granted stock options/RSUs to
eligible associates of the Company and its subsidiaries in accordance with the applicable
provisions of the SEBI (SBEB & SE) Regulations. There were no material changes in the
aforesaid schemes during the year and the schemes continued to remain in compliance with
the applicable regulatory requirements.
Further, pursuant to the recommendation of the Leadership, Nomination
& Remuneration Committee, the Board approved the implementation/grant(s) under the
applicable ESOP/RSU Schemes during the year in line with the Company’s long-term
talent retention, employee engagement, and value creation strategy.
No individual associate was granted ESOPs/RSUs exceeding 1% of the
issued capital during the year under review.
26. AUDIT AND AUDITORS:
26.1. Statutory Auditors:
At the 33rd (Thirty Third) Annual General Meeting ("AGM")
held on 01 July 2024, the Members approved the re-appointment of S.R. Batliboi &
Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004), as the
Statutory Auditors of the Company for a second term of five consecutive years, commencing
from the conclusion of the said AGM until the conclusion of the 38th (Thirty Eighth) AGM
of the Company.
26.2. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Regulation 24A(1) of the SEBI (LODR) Regulations, M/s. MKS & Associates,
Practicing Company Secretaries, a Peer Reviewed Firm (Firm Registration No. S2017TL460500)
have been appointed as the Secretarial Auditors of the Company for a term of five
consecutive years, commencing from the conclusion of the 34th (Thirty Fourth) Annual
General Meeting until the conclusion of the 39th (Thirty Ninth) Annual General Meeting to
be held in the year 2030.
26.3. Internal Auditors:
The Board has re-appointed KPMG Assurance and Consulting Services LLP
("KPMG") (Firm Registration No. 101248W/W-100022) as the co-sourced Internal
Auditors of the Company. KPMG shall assist the management in conducting internal audits of
identified areas, as approved by the Audit Committee of the Board, in accordance with the
terms of engagement entered into with the Company.
27. AUDITORS' REPORT AND SECRETARIAL AUDITORS'
REPORT:
27.1. Statutory Auditor's Report:
The Notes to the Financial Statements referred to in the Statutory
Auditors’ Report are self-explanatory and do not call for any further comments. The
Statutory Auditors’ Report does not contain any qualification, reservation, adverse
remark, or disclaimer. The said Report forms part of the Financial Statements included in
this Annual Report.
27.2. Secretarial Auditors' Report:
The Company has undertaken Secretarial Audit for FY 2026 in compliance
with the provisions of the Act and the SEBI Listing Regulations. The Secretarial Audit
Report for the financial year ended 31 March 2026 does not contain any qualification,
reservation, or adverse remark and forms part of this Report as Annexure 10.
Secretarial Audit Report of Material Subsidiary:
The Secretarial Audit Report issued by Mr. Manish Kumar Singhania of
M/s MKS & Associates, Company Secretaries, (Membership No. ACS 22056 CP No. 8068) for
Cyient DLM Limited, a material Indian listed subsidiary for the FY 2026 is enclosed to
this Report. Kindly refer to Annexure 11.
27.3. Instances of fraud reported by the Auditors:
During the year under review, the statutory auditors and the
secretarial auditors have not reported any instances of frauds committed in the Company by
its Officers or Employees under section 143(12) of the Act to the Central Government or
the Audit Committee of the Company.
27.4. Annual Secretarial Compliance Report:
The Annual Secretarial Compliance Report for FY 2026, covering all
applicable compliances under the SEBI Regulations and the circulars/guidelines issued
thereunder, has been duly obtained by the Company.
The said Annual Secretarial Compliance Report, issued by Mr. Manish
Kumar Singhania of M/s MKS & Associates, Company Secretaries, (Membership No. ACS
22056 CP No. 8068), Company Secretaries, shall be submitted to the Stock Exchanges within
the prescribed timeline of 60 days from the end of the financial year.
28. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act are not applicable for the business
activities carried out by the Company.
29. SECRETARIAL STANDARDS
The Company has established appropriate systems and processes to ensure
compliance with all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India. These systems are considered adequate and are operating effectively
to ensure continuous compliance with the prescribed requirements.
30. ANNUAL RETURN
In accordance with the provisions of the Companies Act, 2013, a copy of
the Annual Return in the prescribed form as on 31 March 2026 is available on the
Company’s website. The web-link for the same has been disclosed separately at the end
of this Report.
31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:
Cyient remains committed to "Designing a Sustainable Tomorrow
Together" by embedding environmental, social, and governance (ESG) considerations
across its value chain, including operations, suppliers, customers, and communities. The
Company continues to focus on driving sustainable practices, promoting circularity, and
creating long-term social and environmental value for the broader ecosystem.
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 to this
Report. Kindly refer to Annexure 1. The web-link for the same has been disclosed
separately at the end of this Report.
32. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provisions of Regulation 34 read with Schedule V of the
SEBI Listing Regulations, a Report on Management Discussion & Analysis is enclosed to
this Report. Kindly refer to Annexure 4.
33. CORPORATE GOVERNANCE:
The Company remains committed to upholding the highest standards of
Corporate Governance and continuously adopting best governance practices. The Corporate
Governance Report, prepared in accordance with the Corporate Governance requirements
prescribed under the SEBI Listing Regulations, forms part of this Annual Report. Kindly
refer to Annexure 7.
The Report also provides detailed information on the various Committees
of the Board. The certificate issued by the Auditors confirming compliance with the
conditions of Corporate Governance is enclosed as Annexure 6.
34. 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:
1. 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:
| Name |
DIN |
Designation |
Ratio to Median remuneration |
| Krishna Bodanapu |
00605187 |
Executive Vice-Chairman & MD |
161.47 |
| Sukamal Banerjee |
10535670 |
Executive Director & CEO |
134.31 |
ii. Non-Executive/ Independent Directors:
| Name |
DIN |
Designation |
Ratio to Median remuneration |
| M.M. Murugappan |
00170478 |
Non-Executive Director |
2.10 |
| B.V.R Mohan Reddy |
00058215 |
Non-Executive Director |
6.31 |
| Vikas Sehgal |
05218876 |
Independent Director |
4.96 |
| Nitin Prasad |
05261866 |
Independent Director |
2.10 |
| Debjani Ghosh |
07820695 |
Independent Director |
2.10 |
| P.R. Ramesh |
01915274 |
Independent Director |
1.05 |
| Madan Pillutla |
09280818 |
Independent Director |
1.05 |
| Sunil Bhumralkar |
00177658 |
Independent Director |
1.05 |
a. 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 |
| Krishna Bodanapu |
Executive Vice-Chairman & MD |
(7.5%) |
| Sukamal Banerjee* |
Executive Director & CEO |
NA |
| M.M. Murugappan |
Non-Executive Director |
Nil |
| B.V.R Mohan Reddy |
Non-Executive Director |
Nil |
| Vikas Sehgal |
Independent Director |
Nil |
| Nitin Prasad |
Independent Director |
Nil |
| Debjani Ghosh |
Independent Director |
Nil |
| P.R. Ramesh* |
Independent Director |
NA |
| Madan Pillutla* |
Independent Director |
NA |
| Sunil Bhumralkar* |
Independent Director |
NA |
| Prabhakar Atla |
Chief Financial Officer |
19% |
| Sudheendhra Putty |
Company Secretary |
38.4% |
Note:
* The appointments were made during late FY 2025
and FY 2026; as such there is no comparable figure for previous year.
b. The percentage increase in the median
remuneration of employees in the financial year: (5. 44%)
c. The number of permanent employees on the rolls
of Company: 11,417
d. 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:
| Average percentile increase already made
in the salaries of employees other than the managerial personnel |
Percentile increase in the managerial
remuneration |
Justification, if any |
| (5.40%) |
(6.50%) |
NA |
e. Affirmation that the remuneration is as per the
remuneration policy of the Company:
The Company confirms that the remuneration paid is in accordance with
its Remuneration Policy.
f. The key parameters for any variable component of remuneration
availed by the executive directors: As per the resolution passed by the shareholders in
the annual general meeting held on 21 June, 2023.
i. Disclosures as per Rule 5(2):
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, is provided in a sub-annexure forming
part of this report. Further, the report and the financial statements are being sent to
the members excluding the aforesaid sub-annexure. In terms of Section 136 of the Act, the
said sub-annexure 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@ cyient.com.
35. 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 part of the report on Corporate
Governance enclosed to the Annual Report.
36. 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 the FY 2026.
The Company follows a zero-tolerance approach towards sexual harassment
and is committed to providing a safe, inclusive, and respectful workplace across its
global operations. In line with the POSH Act and applicable laws, it has implemented a
Global Policy on Prevention of Sexual Harassment and constituted Internal Committees
("ICs") to address complaints in a fair, confidential, and timely manner.
Multiple reporting channels are available to facilitate easy reporting of concerns, and
appropriate corrective and disciplinary actions are taken based on the outcome of
investigations.
The Company also conducts regular awareness and training programmes to
strengthen prevention and sensitisation across all levels of the organisation.
The detailed Policy on Prevention of Sexual Harassment is available on
the Company’s website, and the web-link for the same has been disclosed separately at
the end of this Report.
The following is the summary of the complaints received and disposed
off during the FY 2025-26:
(a) No. of Complaints Received:3
(b) No. of complaints disposed: 2 ( 1 complaint resolved after 31 March
2026)
(c) No. of cases pending for more than Ninety Days: 0
37. STATEMENT BY THE COMPANY WITH RESPECT TO THE
COMPLIANCE RELATING TO THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961
During the year the Company has been in compliance with the provisions
relating to the Maternity Benefit Act, 1961.
38. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS There
were no such incidents during the FY 2026.
39. SIGNIFICANT AND MATERIAL ORDERS:
No orders have been passed by any regulators, courts, or tribunals
which would have an impact on the Company’s going concern status or its future
operations
40. 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 ofthe
board and the senior management personnel ofthe Company have affirmed compliance with the
Code of Conduct of the Company is enclosed to this report. Kindly refer to Annexure 8.
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 9.
41. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016:
The Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 during the FY 2026.
42. 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 the FY 2026.
43. UNCLAIMED DEMAT SUSPENSE ACCOUNT
The details of the same are provided in the Report on Corporate
Governance forming part of this Annual Report.
44. WEB-LINKS OF VARIOUS POLICIES:
As required by the Act and the SEBI Listing Regulations, your Company
provides the weblinks are provided herewith:
| Sl. No. Particulars |
Weblink |
| 1. Annual Return |
https://www.cyient.com/hubfs/2027/Investors/resource-center/
Annual-Return-2026-MGT-7.pdf |
| 2. Business Responsibility and Sustainability
Report |
https://www.cyient.com/investors/corporate-governance/ |
| 3. Dividend Distribution Policy |
https://www.cyient.com/hubfs/2021/investors/corporate-governance/
Dividend%20Distribution%20Policy%20(FY22)%5B21%5D.pdf |
| 4. Corporate Social Responsibility Policy |
https://www.cyient.com/hubfs/2021/CSR/Cyient
CSR Policy 3.1.pdf |
| 5. Company’s policy on Directors’
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided under sub-section (3) of
section 178 of the Companies Act, 2013: |
https://www.cyient.com/investors/corporate-governance/ |
| 6. Whistle Blower Policy |
https://www.cyient.com/hubfs/Statutory
information/Whistle Blower Policy %26 Procedure V 1.4.pdf |
| 7. Disclosures pursuant to SEBI (SBEB &
SE) Regulations |
https://www.cyient.com/hubfs/2027/Investors/resource-center/AR-
ESOPS-2023-24.pdf |
| 8. Familiarization programme of the
independent Directors |
https://www.cyient.com/investors/corporategovernance/ |
| 9. Policy for determining material
subsidiaries of the Company |
https://www.cyient.com/hubfs/FY 19 Revamp
Assets Website/ Investors%20/Corporate%20Governance/Material%20subsidiaries%20 Policy.pdf |
| 10. Policy on dealing with related party
transactions |
https://www.cyient.com/hubfs/2025/Investors/Corporate%20
Governance/Related Party Transactions Policy.pdf |
| 11. Prevention of sexual harassment policy |
https://www.cyient.com/investors/corporategovernance/ |
| 12. Environment, health and safety policy |
https://www.cyient.com/hubfs/2025/Investors/Corporate%20
Governance/ Policies/EOHS_Policy.pdf |
45. ACKNOWLEDGEMENTS
The Board of Directors extends its sincere gratitude to the
Company’s customers, shareholders, vendors, and bankers for their continued support
during the year. The Board also places on record its deep appreciation for the dedication
and contribution of employees at all levels. The Company’s consistent growth has been
made possible by their hard work, cooperation, and commitment.
The Directors would like to make a special mention of the valuable
support received from 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, the Ministry of
Corporate Affairs/Registrar of Companies, the Securities and Exchange Board of India, the
Stock Exchanges, and other regulatory authorities. The Board looks forward to their
continued support in the Company’s future endeavours.
|
For and on behalf of the Board |
|
|
M.M. Murugappan |
Krishna Bodanapu |
| Hyderabad |
Non-Executive Chairman |
Executive Vice-Chairman & Managing
Director |
| 23 April 2026 |
DIN:00170478 |
DIN:00605187 |
|