Your directors take pleasure in presenting the Thirty Second (32nd) Director's Report on the business and operations of your Company, alongwith the audited financial statements for the Financial Year ended 31 March, 2025. The Consolidated performance of the Company and itssubsidiaries has been referred to, wherever required in the report.
Consolidated results
Standalone results
Particulars
Year Ended
31 March, 2025
31 March, 2024
Income
Revenue from operations
15,196.26
11,918.71
13,449.60
Other income
261.57
278.26
278.69
Total income
15,457.83
12,196.97
13,728.29
Expenses
Operating expenditure
12,944.12
10,373.40
11,382.21
(i) Depreciation and amortization expense
340.62
223.12
277.47
(ii) Other expenses
880.40
435.19
678.38
Total expenses
14,165.14
11,031.71
12,338.06
Profit before finance cost, tax
1,292.69
1,165.26
1,390.23
Finance costs
375.45
343.87
360.05
Profit Before Tax (PBT)
917.24
821.39
1,030.18
Tax expense
(a) Current tax
309.13
212.09
285.78
(b) Deferred tax
(72.65)
(2.66)
(22.58)
Total tax expense
236.48
209.43
263.20
Profit After Tax (PAT)
680.76
611.96
766.98
Earnings Per Share
Basic
8.58
8.42
9.67
Diluted
8.56
8.39
9.64
Paid up equity share capital [Face Value of H10 per share]
793.06
Other equity
8,701.29
8,296.72
8,763.43
Your Company is a leading Integrated Electronics Manufacturing Solutions provider that offers Design Led Manufacturing (DLM)solutions to customers. It takes ownership of design, manufacturing, testing, and certification support to ensure that customers'products meet robust reliability, safety, and performance standards.
Your Company's global presence and a strong commitment to delivering value-driven solutions, has been instrumental in transformingbusinesses through innovation and technology.
There has been no change in the nature of the business of the Company during FY25.
I. Management Discussion and Analysis Report
Information on the operational and financial performance of the Company is given in the Management Discussion and AnalysisReport, which is annexed to this report and is in accordance with the Listing Regulations (Annexure - A).
II. Financial PerformanceConsolidated
Sr. No.
FY 2024-25
FY 2023-24
% Increase/ Decrease (YoY)
1.
Revenue from Operations
27.50%
2.
Profit for the year
11.24%
Standalone
(Amount in H million)
12.84%
25.33%
The Company has not transferred any amount to reservesduring the year under review.
Your Company has not accepted any deposits fallingwithin the meaning of Section 73 or 74 of the Act duringFY25 and as such, no amount on account of principal orinterest on deposits from the public was outstanding ason the date of the balance sheet.
Your Company has in place the Dividend Distribution Policyfor the purpose of declaration and payment of dividend inaccordance with the provisions of the Companies Act, 2013(the "Act") and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015(the "Listing Regulations").
The Dividend Distribution Policy is available on the websiteof the Company at https://www.cyientdlm.com/images/pdf/Cyient_DLM-Dividend_Distribution_Policy.pdf underInvestors section.
The Board does not recommend any dividend for FY25.
I. Particulars of the Share Capital of the Company as on
Your Company has stock option schemes under 'CYIENT DLMRSU SCHEME 2023 and CYIENT DLM ASOP SCHEME 2023',which are administered by the Nomination & RemunerationCommittee for the benefit of employees. The stock optionplans are in compliance with the Securities and ExchangeBoard of India (Share Based Employee Benefits and SweatEquity) Regulations, 2021, as amended ("Employee BenefitsRegulations").
The directors declare that there is no material change in theAssociate Stock Option Plans and Associate Restricted StockUnits Scheme and during the year, the Company had passedspecial resolution to extend the schemes to the associates ofsubsidiary companies.
Disclosures on various plans, details of options granted, sharesallotted upon exercise, etc. as required under the EmployeeBenefits Regulations are available on the Company's websiteat www.cyientdlm/investors.com. No employee was issuedstock options during the year equal to or exceeding 1% of theissued capital of the Company at the time of grant.
Your Company has received a certificate from the secretarialauditor confirming implementation of the plans in accordancewith the Employee Benefits Regulations.
As at 31 March, 2025, the status of subsidiaries, associates andjoint ventures are as follows:
Amount (?)
Authorized share capital (85,000,000)Equity Shares of H10 each)
850,000,000
Issued, subscribed and paid-up share
793,061,240
capital (79,306,124) Equity Shares of
H10 each)
II. Changes in the Share Capital during FY25
During the period under review, there was no changes to theshare capital of the Company.
Sr.
No. Entity
Nature ofRelationship
% of
shareholding
1 Cyient DLM Inc.
Wholly OwnedSubsidiary
100%
2 Altek Electronics Inc.
Step downsubsidiary
In October 2024, the company acquired Altek Electronics Inc.a US based entity through its wholly owned subsidiary CyientDLM Inc.
On 21 August, 2024, Cyient Limited, our Holding Companysold 11,499,390 equity shares of face value of H10 each of theCompany, representing 14.50% of the total issued and paid-up
equity share capital of the Company, through a block trade onthe platform of BSE Limited.
Statement relating to Subsidiary Companies in Form AOC-1 ispart of this report as Annexure - C.
In pursuance of Regulation 34 of the SEBI Listing Regulations,the Business Responsibility and Sustainability Reportdescribing the initiatives taken by the Company from anenvironmental, social and governance perspective is enclosedwith this report. Kindly refer to Annexure - D. The weblink forthe same is available at https://www.cyientdlm.com/investors.com
CYIENT DLM believes in giving back to society in a measurethat is proportionate to its success in business. CYIENT DLMCSR activities are implemented through CYIENT FOUNDATION.
CYIENT DLM CSR activities are directed towards the benefitof different segments of society, specifically covering thedeprived, underprivileged, and unemployed women/girls.It is aimed at providing equal opportunities and, therebyempowering them towards a dignified life.
As an integral part of our commitment to good corporatecitizenship, we at CYIENT DLM believe in actively assisting inthe improvement of the quality of life of the people in thecommunities, giving preference to local areas around ourbusiness operations.
Towards achieving long-term stakeholder value creation,CYIENT DLM shall always continue to respect the interestsof and be responsive towards its key stakeholders - thecommunities, especially those from socially and economicallybackward groups, the underprivileged, marginalized, andmost vulnerable groups; focused on girls and women in thesociety at large by providing equality in education and skills.CYIENT DLM CSR programs drive the Affirmative Action (AA)agenda and other international development goals likeSustainable Development Goals (SDGs), in line with ScheduleVII of the Companies Act, 2013 as recommended by the CSRCommittee of the Board and approved by the Board from timeto time.
During FY25, the Company spent an amount of H11.66 millionin pursuance of CSR Activities.
The CSR Annual Report is enclosed with this report. Kindly referto Annexure - E.
The details of the CSR & ESG Committee can be found inthe report on Corporate Governance, which forms a part ofthis report. The CSR Policy of the Company can be accessedat the Company's website. The weblink for the same ishttps://cyientdlm.com/investors/.
The Board of the Company is duly constituted. As on31 March, 2025 your Company's Board had eight (8) directorscomprising of one Executive Director, two Non-ExecutiveNon-Independent Directors and five Non-ExecutiveIndependent Directors including a woman Director.The details of Board and Committee composition, tenure ofDirectors, areas of expertise and other details are available inthe Corporate Governance Report, which forms part of thisAnnual Report.
None of the directors of the Company are disqualified underthe provisions of the Act or under the SEBI Listing Regulations.
The Company has a truly diverse Board that includes andmakes good use of diversity in skills, regional and industryexperience, background, race, gender, ethnicity, and otherdistinctions among directors. This diversity is considered indetermining the optimum composition of the Board. All Boardappointments are made on merit, in the context of skills,experience, independence and knowledge that the Board asa whole requires to be effective.
The Company has received necessary declaration from eachIndependent Director under Section 149(7) of the CompaniesAct, 2013, that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act, 2013 andRegulation 25 of the SEBI Listing Regulations.
The Certificate on Non-Disqualification of Directors pursuantto Regulation 34(3) and Schedule V Para C, Clause 10 (i) of theSEBI Listing Regulations is published in the Annual Report.Kindly refer to Annexure - F.
V. Registration of Independent Directors in IndependentDirectors databank
All the Independent Directors of your Company have beenregistered and are members of Independent DirectorsDatabank maintained by the Indian Institute of CorporateAffairs (IICA).
VI. Changes in the composition of Board of Directorsi. Appointments during the year
There were no changes in the composition of the Board ofDirectors during the year.
Mr. Krishna Bodanapu (DIN: 00605187), Non-ExecutiveChairman retire by rotation and being eligible, offer himselffor re-appointment in the ensuing AGM.
Pursuant to the provisions of Regulation 36 of the SEBI ListingRegulations and Secretarial Standards 2 on General Meetingsissued by ICSI, brief particulars of the director proposed tobe re-appointed are provided as an annexure to the noticeconvening the AGM.
Following are the Key Managerial Personnel (KMP) of theCompany in accordance with the provisions of Section 2(51),and 203 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 as of31 March, 2025:
No.
Name of the KMP
Designation
Mr. Rajendra Velagapudi
Managing Director
Mr. Anthony Montalbano
Chief Executive Officer
3.
Mr. Shrinivas Kulkarni
Chief Financial Officer
4.
Ms. S Krithika
Company Secretary
There were no changes in the KMP of the Company during theyear. The other details regarding the KMP are available in theCorporate Governance Report, which forms part of this AnnualReport.
Following are the Senior Managerial Personnel (SMP) of theCompany in accordance with the provisions of the SEBI ListingRegulations as on 31 March, 2025.
Name of the SMP
Mr. Mujeeb Rahiman#
Head of Operations
Mr. Kaushal Jadia
Chief Technology Officer
Ms. Neeraja Polisetty
Head of HR
Ms. Pooja Jamwal
Head of CorporateDevelopment
5.
Ms. Suchitra R C
Chief of Business Excellenceand Customer Engagement
6.
Mr. Prashant Mokashi
Head - Program Management
#Appointed on 27 August, 2024
The other details about the SMP can be found in the Report ofCorporate Governance, which a form a part of this report.
The Company's policy on directors' appointment andremuneration and other matters provided in section 178(3)of the Act have been disclosed in the report on CorporateGovernance, which forms part of the directors' report.The weblink for the same is available at https://www.cyientdlm.com/investors
Overall remuneration should reflect the size of the Company,complexity of the sector/industry/ company's operationsand the company's capacity to pay the remuneration.Independent Directors (ID) and Non-IndependentNon-Executive Directors (NED) may be paid commission withinregulatory limits.
The Nomination and Remuneration Committee willrecommend to the Board, the quantum of commission foreach Director based on the outcome of the evaluation processwhich is driven by various factors including attendance andtime spent in the Board and committee meetings, individualcontributions at the meetings and contributions made byDirectors other than in meetings. The criteria of makingpayments to non-Executive directors are also available on thewebsite of the Company - www.cyientdlm.com/investors
X. Board Meetings during the year
During FY25, six (6) meetings of the Board were held, thedetails of which have been disclosed in the report on CorporateGovernance, which forms a part of this report. The maximuminterval between any two meetings did not exceed 120 days,as prescribed by the Act.
XI. Board Evaluation and Assessment
The Company believes that formal evaluation of the boardand of individual directors on an annual basis is a potentiallyeffective way to respond to the demand for greaterboard accountability and effectiveness. For the Company,evaluations provide an ongoing means for directors to assesstheir individual and collective performance and effectiveness.
The parameters for performance evaluation of the Boardinclude the Board structure, the Board's role in governance,the dynamics and functioning of the Board, reporting, andinternal control systems.
Some of the performance indicators for the Committeesinclude understanding the terms of reference, the effectivenessof discussions at the Committee meetings, the informationprovided to the Committee to discharge its duties, and theperformance of the Committee vis-a-vis its responsibilities.
The performance of individual directors was evaluatedbased on parameters such as attendance at the meeting(s),contribution to Board deliberations, engagement withcolleagues on the Board, ability to guide the Company in keymatters, knowledge, and understanding of relevant areas, andresponsibility towards stakeholders.
All the Directors were subject to self-evaluation and peerevaluation.
In order to facilitate the same, the board undertook aformal board assessment and evaluation process duringFY25. The Board evaluation cycle was completed internally,led by the Independent Chairman of the Nomination andRemuneration Committee (NRC).
As required under the provisions of the Act and the SEBI ListingRegulations, as on 31 March, 2025, the Board has the followingcommittees:
• Audit Committee;
• Nomination & Remuneration Committee;
• Risk Management Committee;
• Stakeholders Relationship Committee;
• CSR & ESG Committee
During the year, all recommendations made by theCommittees were approved by the Board. A detailed note onthe composition of the various Committees is provided in thereport on Corporate Governance, which forms a part of thisreport.
Internal Financial Controls are part of the Risk Managementprocess addressing financial and financial reporting risks.They ensure the orderly and efficient conduct of business,including adherence to Company policies, safeguardingof its assets, prevention and detection of fraud, errorreporting mechanisms, accuracy and completeness of theaccounting records. They aid in the timely preparation offinancial statements. The Internal Financial Controls havebeen documented, digitized, and embedded in the businessprocess. The Board is of the opinion that the Company'sinternal financial controls were adequate and effective duringFY 2025.
I. Statutory Auditors
At the 31st (Thirty First) AGM held on 28 June, 2024, themembers had approved the appointment of S. R. Batliboi &Associates LLP, Chartered Accountants, (ICAI Firm RegistrationNo. 101049W/ E300004) as the Statutory Auditors of theCompany to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the 36th (ThirtySixth) AGM to be held in year 2029.
Pursuant to Section 138 of the Act & rules made thereunderKPMG Assurance and Consulting Services LLP ('KPMG')(Registration Number FRM- 101248W/W-100022) areappointed as co-sourced Internal Auditors of the Companyand supported the management in performing internal auditof select areas as approved by the Audit Committee of theBoard and based on the engagement letter signed with theCompany.
Pursuant to the provisions of Section 148 of the CompaniesAct, 2013 and as per the Companies (Cost Records and Audit)Rules, 2014 and amendments thereof, the Board at its meetingheld on 22 April, 2025, has approved the appointment of M/sGA & Associates, Cost Accountants, (FRN: 000409) as CostAuditors of the Company for audit of cost accounting recordsfor FY26.
M/s GA & Associates, Cost Accountants, have confirmed theirindependent status and their non-disqualifications undersection 141 of the Companies Act, 2013.
A proposal for ratification of remuneration of the CostAuditor for FY26 will be placed before the shareholders forconsideration in the ensuing AGM of the Company.
IV. Secretarial Auditors
In terms of section 204 of the Act read with Regulation 24A(1)of SEBI (LODR) Regulations, and based on the recommendationof the Audit Committee, the Board of Directors have approvedand recommends the appointment of M/s. MKS & Associates, apeer reviewed Sole Proprietorship firm of Practicing CompanySecretaries (Sole Proprietorship concern No. S2017TL460500)as the Secretarial Auditors of the Company at the ensuing AGMfor a term of 5 (five) consecutive years commencing from theconclusion of this 32nd (Thirty second) Annual General Meetinguntil the conclusion of 37th (Thirty seventh) Annual GeneralMeeting to be held in the year 2030.
In terms of the Section 148 of the Act read with Companies(Cost Records and Audit) Rules, 2014, your Company is requiredto maintain cost accounting records and get them auditedevery year from Cost Auditor and accordingly such accountsand records are made and maintained by your Company.
The Auditors' Report for FY25 does not contain anyqualification, reservation or adverse remark. The Report isenclosed with the financial statements in this Annual Report.
The Company has undertaken an audit for FY25 as requiredunder the Act and the SEBI Listing Regulations. The SecretarialAuditors' Report for FY25 does not contain any qualification,reservation or adverse remark. The Secretarial Audit Reportfor the financial year ended 31 March, 2025, is enclosed in thisreport. Kindly refer to Annexure - G.
During FY25, the Statutory Auditors and the Secretarial Auditorhave not reported any instances of fraud committed in theCompany by its officers or employees under section 143(12)of the Act to the Central Government or the Audit Committeeunder section 143(12) of the Companies Act.
IV. Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report for FY25 for allapplicable compliance as per SEBI Regulations and Circulars/Guidelines issued thereunder has been duly obtained by theCompany. The Annual Secretarial Compliance Report issued byMKS & Associates, has been submitted to the Stock Exchangeswithin 60 days of the end of the financial year.
The Company has put in place a Whistle Blower Policy and hasestablished the necessary vigil mechanism as defined underRegulation 22 of the SEBI Listing Regulations for employeesand others to report concerns about unethical behaviour.It also provides adequate safeguards against victimisationof employees who avail themselves of this mechanism.No person has been denied access to the Chairman of theAudit Committee.
The Whistle blower Policy is available on the website of theCompany - https://www.cyientdlm.com/hubfs/dlm/investor/corporate-governance/Cyient_DLM-Whistle_Blower_Policy.pdf
The particulars relating to conservation of energy, technologyabsorption, foreign exchange earnings and outgo, as requiredto be disclosed under the Companies Act, 2013 are enclosedwith this report. Kindly refer to Annexure - H.
Pursuant to Section 134(5) of the Act, the Board of Directors,to the best of their knowledge and ability, confirm that:
• In the preparation of the annual accounts, the applicable
accounting standards have been followed, and there areno material departures;
• They have selected such accounting policies, and appliedthem consistently, and made judgments and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the endof the Financial Year and of the profit of the company forthat period;
• They have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting fraud and other irregularities;
• They have prepared the annual accounts on a goingconcern basis;
• They have laid down internal financial controls to befollowed by the Company and, such internal financialcontrols are adequate and operating effectively;
• They have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
Your company has invested in the equity shares of StuamTechnologies Limited (Formerly known as InnovationCommunications Systems Limited) aggregating to 15% of thepaid-up equity share capital of the Statum.
Particulars of loans given, investments made, guarantees givenand securities provided, along with the purpose for whichthe loan, guarantee, or security is proposed to be utilisedby the recipient, are provided in the Standalone FinancialStatements. (Kindly refer note no. 6B to the StandaloneFinancial Statements).
The Company has complied with the provisions of section188(1) of the Act dealing with related party transactions.The information on transactions with related parties pursuantto section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules, 2014 are given in Form AOC-2.Kindly refer to Annexure - I. Reference is also made to noteno. 30 of the Standalone Financial Statements.
As required under Section 134(3)(a) of the Act, the AnnualReturn for FY25 is available on the Company's website athttps://www.cyientdlm.com/investors
The information required under Section 197(12) of theCompanies Act, 2013 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules, 2014 are as follows:
a) The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for thefinancial year:
Name
DIN
Ratio to Medianremuneration
Rajendra
06507627
Managing
NA
Velagapudi
Director
ii) Non-Executive/Independent Directors:
Ratio to MedianRemuneration
B.V.R. MohanReddy
00058215
*
Krishna
Bodanapu
00605187
Jehangir
Ardeshir
02344835
2.66
Vanitha Datla‘
00480422
Pillutla MadanMohan
09280818
Muralidhar
Yadama
00034952
Ajay Kumar
01975789
The directors are paid remuneration in the form of commission.*Non-executive Non-Independent Directors did not receive anyremuneration
‘Based on the request from the Director, the entire compensationpayable for FY 2024-25 was transferred to SPARSH HOSPICE (Centrefor Palliative Care)
b) The percentage increase in remuneration of each Director,Chief Executive Officer, Chief Financial Officer, CompanySecretary in the Financial Year:
% Increase inRemuneration inthe Financial Year
Anthony
Montalbano
Chief ExecutiveOfficer
Nil
Krishna Bodanapu
Jehangir Ardeshir
Vanitha Datla
Shrinivas Kulkarni
Chief FinancialOfficer
S. Krithika
*employed for part year in FY 23-24
c) The percentage increase in the median remuneration ofemployees in the financial year: 23%
d) The number of permanent employees on the rolls ofCompany: 741
e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the lastFinancial Year and its comparison with the percentile increasein the managerial remuneration and justification thereofand point out if there are any exceptional circumstances forincrease in the managerial remuneration:
The average annual increase was around 15% and the averageannual increase of managerial personnel - NA
f) Affirmation that the remuneration is as per the remunerationpolicy of the Company:
The Company affirms that the remuneration is as per theRemuneration Policy of the Company.
The names of the top ten employees in terms of remunerationdrawn and the name of every employee, who:
a) If employed throughout the Financial Year, was in receiptof remuneration for that year which, in the aggregate,was not less than One Crore and Two Lakh rupees;
b) If employed for a part of the Financial Year, was in receiptof remuneration for any part of that year, at a rate which,in the aggregate, was not less than Eight Lakhs and FiftyThousand Rupees per month;
c) If employed throughout the Financial Year or part thereof,was in receipt of remuneration in that year which, in theaggregate, or as the case may be, at a rate which, in theaggregate, is in excess of that drawn by the ManagingDirector or Whole- time Director or Manager and holdsby himself or along with his spouse and dependentchildren, not less than two percent of the equity sharesof the company.
The statement containing particulars of employees asrequired under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, forms part of thisreport. Considering the first proviso to Section 136(1) of
the Companies Act, 2013, the Annual Report, excludingthe said information, is being sent to the shareholders ofthe Company and others entitled thereto.
In terms of Section 136 of the Act, the said informationis open for inspection at the Registered Office of theCompany. Any shareholder interested in obtaining acopy of the same may write to the Company Secretaryat company.secretary@cyientdlm.com.
The information as required to be provided under ScheduleV Para C Clause 10 (m) of the SEBI Listing Regulations forms apart of the report on Corporate Governance enclosed with theAnnual Report.
As on 31 March, 2025, the Company has one materialsubsidiary. The information as required to be provided underSchedule V Para C Clause 10 (n) of the SEBI Listing Regulationsforms part of the report on Corporate Governance enclosedwith the Annual Report.
24. Particulars relating to the sexual harassment ofwomen at workplace (Prevention, prohibition andredressal) Act, 2013 (POSH)
The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under theSexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 during FY25.
List of Initiatives under POSH for FY25
• POSH Committee connects every quarter to ensure thecomplaints (if any) registered are duly discussed with animproved approach on building awareness. Further, theCompany continues to have POSH Committee meetingsto enhance awareness among associates.
• Awareness and sensitization continue during theinduction of associates.
• POSH Committee has been nominated for training invarious national and state level forums (CII, etc.).
• Conducted sessions during the year, specifically for allthe blue-collar and contract employees in Hyderabadand Bengaluru, on POSH awareness.
There are no pending complaints either at the beginning or atend of the Financial Year. The following is the summary of thecomplaints received and disposed-off during FY25:
(a) Number of complaints received: Nil
(b) Number of complaints disposed: Nil
(c) Number of complaints pending as on end of FY25: Nil
The company pursues a comprehensive Risk ManagementProgramme as an essential element of sound corporategovernance and is committed to continuously embeddingrisk management in its daily culture. This process is followedin 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 theRisk Management Committee
The company has classified the risks into categories:
i) External
ii) Strategic
iii) Operational
iv) Financial
Each identified risk is assessed according to its probability andimpact on the company.
The Board of Directors has formed an internal Risk ManagementCommittee to identify, evaluate, mitigate, and monitor riskmanagement in the company. The Committee comprisescross-functional members from the senior management ofthe company. The primary objectives of the Committee are toassist the Board in the following:
• To provide oversight for all categories of risk andpromulgate a risk culture in the organization.
• To adopt leading Risk Management practices in theindustry and manage risk proactively at an organizationallevel.
• To help develop a culture within the enterprise wherepeople at all levels understand risks.
• Provide input to management on risk appetite andtolerance and monitor the organization's risk on anongoing basis.
• Approve and review Risk Management Plan whichincludes the Company's risk management structure,framework, methodologies adopted, guidelines, anddetails of assurance and review of the Risk ManagementProcess.
• Monitor risks, risk management capabilities andmitigation plans.
More details on the Risk Management Committee of theBoard can be found in the report on Corporate Governance.Members may also refer to the Management Discussion &Analysis Report.
The Company will continue to uphold the true spirit ofCorporate Governance and implement the best governancepractices. A report on Corporate Governance pursuant to theprovisions of Corporate Governance Code stipulated underthe SEBI Listing Regulations forms a part of the Annual Report.Kindly refer to Annexure - J.
Full details of the various Board Committees are also providedtherein along with the Auditors' Certificate regardingcompliance of conditions of corporate governance inAnnexure - K.
Pursuant to the provisions of Regulation 17 of the SEBIListing Regulations, a declaration by the CEO of the company,declaring that all the members of the Board and the SeniorManagement Personnel of the company have affirmedcompliance with the Code of Conduct of the Company isenclosed in this report. Kindly refer to Annexure - L.
The CEO/CFO certification to the Board pursuant to Regulation17 of the SEBI Listing Regulations is enclosed to this report.Kindly refer to Annexure - M.
The Company is in due compliance with all the applicableSecretarial Standards issued by the Institute of CompanySecretaries of India.
During the Financial Year under review:
• There was no issue of Equity Shares with differentialrights as to dividend, voting or otherwise.
• No shares were bought back during the year underreview.
• No Bonus Shares were issued during the year underreview.
• No significant or material orders were passed by theRegulators or Courts or Tribunals which impact the goingconcern status and Company's operations in future.
• The Company does not have any scheme of provision ofmoney for the purchase of its own shares by Employeesor by Trustees for the benefit of employees.
• The Managing Director did not receive any remunerationor commission from any of its subsidiaries.
• There is no proceeding pending under the Insolvencyand Bankruptcy Code, 2016.
• There was no instance of a one-time settlement with anyBank or Financial Institution.
• The Company does not have any shares in unclaimedsuspense demat account.
• There were no material changes and commitmentsaffecting the financial position of the Company whichoccurred between the end of financial year to which thefinancial statement relates on the date of this report.The other changes in commitments are provided in therelevant places of the annual report.
• Details of difference between amount of the valuationdone at the time of one-time settlement and thevaluation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof - thecompany has not made any such valuation during FY25.
• There were no cyber security incidents or breaches, lossof data or documents during FY25.
The Board of Directors expresses their thanks to the Company'scustomers, shareholders, vendors and bankers for their supportto the company during the year. We also express our sincereappreciation for the contribution made by our employees atall levels. Our consistent growth was made possible by theirhardwork, cooperation and support.
Your directors would like to make a special mention of thesupport extended by the various departments of the Centraland State Governments, particularly the Software TechnologyParks of India, Development Commissioners - SEZ, Departmentof Communication and Information Technology, the Directand Indirect tax authorities, the Ministry of Commerce, theReserve Bank of India, Ministry of Corporate Affairs/Registrarof Companies, SEBI, the Stock Exchanges and others and lookforward to their support in all future endeavours.
Place : Hyderabad Non-Executive Chairman
Date : 22 April, 2025 DIN : 00605187