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.

(Amount in Rs. Million, except for EPS data)

*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").

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.

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:

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.

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.

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.

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.

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.

(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:

(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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

Your Company made the following changes to the composition of Board of Directors:

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: