The Directors take immense pleasure in presenting the Thirtieth (30^th) Board's Report on the Business and operations of the Company (Cyient DLM) along with audited Financial Statements for the Financial Year ended 31^st March 2023.

1. Financial Highlights

The financial results for the year ended 31^st March 2023 and the corresponding figures of last year

2. Company's Performance

Cyient DLM is focusing on the products specific to local Indian market as well as global market in various segments. The Company has proved its credentials in various segments including Aerospace & Defense, Medical, Industrial, Transportation & Telecom segment. The company has already delivered high reliability products characterized by high-mix/high-tech, flexible volume requirements to various customers. In its endeavour to offer one-stop-shop solutions and to cater to the high standards of the Aerospace & Defense markets, the Company is at the forefront, creating partnerships and bringing proven competencies from across the world in critical applications and processes which operate on an Offset-compliant model.

There has been no change in the nature of business of the company during the Financial Year 2023

The Summary of your company's performance is as below:

3. Outlook

We are one of the leading integrated Electronic Manufacturing Services ("EMS") and solutions providers with strong capabilities across the value chain and the entire life cycle of a product. With over two decades of experience in developing high mix, low-to-medium volume highly complex systems, we are a qualified supplier to global OEMs in the aerospace and defence, medical technology and industrial sectors. We are one of the few EMS companies in India catering to highly regulated industries and the largest supplier of EMS services to the aerospace and defense industry by value in India.

We leverage the design capabilities of our Promoter, Cyient Limited, a leading engineering services provider with over three decades of domain expertise providing engineering and design solutions globally with a focus on multiple industries. Our Electronic Manufacturing Services are provided as Build to Print ("B2P") and Build to Specification ("B2S") services to our clients. Our B2P solutions involve our client providing the design for the product for which we provide agile and flexible manufacturing services. Our B2S services involve utilising our Promoter's design capabilities to design the relevant product based on the specifications provided by the client and manufacturing the product. Our solutions primarily comprise: (i) printed circuit board ("PCB") assembly ("PCBA"), (ii) cable harnesses, and (iii) box builds which are used in safety critical systems such as cockpits, inflight systems, landing systems, and medical diagnostic equipment. The EMS market is witnessing strong tailwinds. India's EMS industry is the fastest growing among all countries at a CAGR of 32.3% and is expected to contribute 7.0% (USD 80 billion) of the global EMS market in 2026. There continues to be a strong push from the government to make India an ideal location for electronics manufacturing in the region. With clear benefits in terms of production efficiency, reduced overhead, labour costs, and faster new product introductions, OEMs today continue to collaborate with EMSs to develop their products.

In addition, OEMs are also increasingly moving product design and development processes, to EMS partners. We are well positioned to take advantage of these tailwinds on the back of our solutions-oriented approach, client-focused service and track record of reliability. Being a wholly-owned subsidiary of Cyient Limited, our relationship with our Promoter allows us to benefit from its reputation, customer relationships, global salesforce, network and technical expertise, making us one of the industry's leading integrated EMS and solutions providers in India.

Our manufacturing infrastructure comprises three facilities spread across two states in India, at Mysuru, Hyderabad and Bengaluru, with a total manufacturing area of 229,061 sq. ft. Our Mysuru facility has a manufacturing area of 65,929 sq. ft. and is primarily engaged in the manufacture of PCBA, cable harnesses and box builds for clients in the aerospace and defence industries.

4.    Initial Public Offering

The Board of Directors of the company at their meeting held on December 13, 2022 approved the proposal of the initial public issue of equity shares of up to ^ 7,400.00 million by our Company. The Issue is being made pursuant to Regulation 6(2) of the SEBI ICDR Regulations.

For the purpose of the IPO, company has engaged book running lead managers to the Issue, namely, Axis Capital Limited and JM Financial Limited; Legal Counsel to the company namely Cyril Amarchand Mangaldas and Legal Counsel to BRLM being Indus Law.

The Draft Red Herring Prospectus (DRHP) was filed with SEBI on January 10, 2023 and the Company received SEBI approval for DRHP on March 29, 2023.

As on date of this report, the Company is under the process of filing the uDRHP with SEBI and subsequently after approval of SEBI, RHP with ROC.

5.    Dividend

The Company has not paid any dividend during the Financial Year ended 31 March, 2023. In terms of 43A of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015, the company has formulated and uploaded the Dividend Distribution Policy on its Website: https://www.cvientdlm.com/investors/corporate-governance

6.    Earnings Per Share

The basic EPS of the Company stood at ^ 7.75 for the FY ended 31 March, 2023.

7.    Covid 19

The FY 2023 being the third year of the COIVID-19 pandemic, the Company has considered internal and external sources of information up to date of approval of these financial statements in evaluating possible effects that may result from the pandemic relating to COVID-19 on the

carrying amounts of trade and unbilled receivables, investments, goodwill and intangible assets. The Company is confident about the recoverability of these assets.

8.    Transfer to Reserve

An amount of R 318.98 was transferred to reserves for the FY 2023.

9.    Public Deposits

The Company has not accepted any deposits from public or members under the Companies act 2013 within the meaning of Chapter V of the Companies act 2013, for the year ended 31 March 2023.

10.    Share Capital

The paid-up equity share capital of the Company as on March 31, 2023 stood R52, 86, 60, 000 consisting of 5, 28, 66, 000 shares of R10 (Indian Rupees ten only) each.

The details of the share capital are as follows:

The Company has one class of equity shares of R 10/- each fully paid-up. Each shareholder is eligible for one vote per every equity share held. As on April 01, 2022 the paid-up equity share capital of the Company was R1,36,70,000/-

Change in the authorized, issued, subscribed and paid-up share capital

Rights Issue

The Board at its meeting held on September 09, 2022 approved the allotment of equity shares of

1.570.000    of ^10 each at premium of Rs. 556/- per Equity Shares on Right Issue basis as per the letter of offer issued on August 01, 2022 to the existing shareholders of the company.

Issue of Bonus shares

The Shareholders at their meeting held on December 14, 2022 approved the issue of bonus shares of 4,99,29,000 of face value of ^10 to the existing equity shareholders of the company at the proportion of 17 shares for every one share held.

The Board at its meeting held on December 27, 2022 approved the allotment of bonus shares of

4.99.29.000    to the existing shareholders of the Company.

11.    Subsidiaries and Joint Ventures (JV)

The company has no subsidiary/JV. Form AOC - 1 is not applicable for the period under review. BRR

12.    Corporate Social Responsibility

Your company believes in giving back to society in some measure that is proportionate to its success in business. Corporate Social Responsibility (CSR) aims at balancing the needs of all stakeholders. The company's CSR initiative goes beyond charity and believes that as a responsible company it should take into account its impact on society as much as creating business impact. The CSR initiatives are conducted through Cyient Foundation. The CSR Annual Report is enclosed as ANNEXURE 1.

13.    Board of Directors and key Managerial Personnel

The Company has a duly constituted board with none of the directors being disqualified under the provisions of the Companies act 2013 or under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Declarations by Independent Directors.

The Company has received necessary declarations from each of the Independent Directors under section 149(7) of the Companies act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The certificate on Non - Disqualification of Directors pursuant to regulation 34(3) and schedule V para C clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is published along with the Corporate Governance report.

Appointments/Re-appointments, Induction and Change in Designation

Mr. BVR Mohan Reddy (DIN 00058215) was appointed as Non- Executive and Non - Independent Director w.e.f 27 December 2022 as an additional director and his appointment was ratified in the EGM held on 06^th January 2023.

Mr. Krishna Bodanapu (DIN 00605187) was appointed as Chairman w.e.f 27 December 2022 and his appointment was ratified in the EGM held on 06^t January 2023.

Mr. Jehangir Ardeshir (DIN 02344835) was appointed as an Independent Director w.e.f 13 December 2022 and his appointment was ratified in the EGM held on 06 January 2023 for a period of 3 years w.e.f 13 December 2022.

Ms. Vanitha Datla (DIN 00480422) was appointed as an Independent Director w.e.f 13 December 2022 and her appointment was ratified in the EGM held on 06 January 2023 for a period of 3 years w.e.f 13 December 2022.

Mr. Pillutla Madan Mohan (DIN 09280818) was appointed as an Independent Director w.e.f 27 December 2022 and his appointment was ratified in the EGM held on 06 January 2023 for a period of 3 years w.e.f 27 December 2022.

Change in designation

During the year, the designation of Mr. Rajendra Velagapudi (DIN 06507627) was changed from Managing Director and CEO to Managing Director with effect from 02 January 2023 and his appointment was ratified in the EGM held on 06 January 2023.

Resignation

Ms. Suchitra Royroth resigned as executive director w.e.f 10 October 2022.

Mr. Ajay Aggarwal resigned as Non- Executive Director w.e.f 13 December 2022.

Key Managerial Personnel

During the year, Mr. Anthony Montalbano, was appointed as the Chief Executive Officer of the Company w.e.f 02 January 2023 and Mr. Shrinivas Kulkarni, was appointed as Chief Financial Officer of the Company w.e.f 02 January 2023.

As on March 31, 2023, following are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies act 2013, read with the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014

1. Rajendra Velagapudi    Managing Director

2. Anthony Montalbano    Chief Executive Officer

3.    Shrinivas Kulkarni    Chief Finance Officer

4.    Parvati K R    Company Secretary

14. Policy on Director's appointment and Remuneration

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

15.    Board Evaluation and Assessment

The Board undertook an assessment and evaluation process during 2022-23. The board evaluation was performed after seeking inputs from all the directors and included criteria such as the board composition and structure, effectiveness of board processes, information and functioning.

16.    Number of meetings held during the year

During the Financial Year 2023, 14 (Fourteen) meetings of the board were held, the details of the same are provided below. The maximum interval between any two meetings did not exceed 120 days as prescribed by the Companies act, 2013.

17.    Committee of the Board

As required under the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015. The Board has the following committees as on 31 March, 2023.

•    Audit Committee

•    Nomination and remuneration Committee

•    Risk Management Committee

•    Shareholders/Investor Grievances Committee

•    Corporate Social Responsibility Committee

During the year all the recommendations made by the committees were approved by the Board. The details of the Committees are provided in the Corporate Governance Report which forms part of this Report.

18.    Adequacy of internal control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

19.    Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, 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.

20.    Auditors

a.    Statutory Auditors

At 26 Annual General Meeting (the 'AGM') held on 17 July 2019, the members approved the appointment of S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E-300004) as Statutory Auditors of the company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 31 AGM.

b.    Secretarial Auditors

The Board has appointed Mr. S. Chidambaram as the Secretarial Auditors for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as ANNEXURE 2 to this report.

21.    Auditors' Report and Secretarial Auditors' Report

The Auditors' Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors' Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. During the FY 2023, the statutory auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act.

22.    Vigil Mechanism

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015 for employees and others to report concerns about unethical behavior. It also provides for adequate safeguards against the victimisation of employees who avail of mechanism. No person has been denied access to the Chairman of the audit committee.

The whistle blower policy is available on the website of the company https://www.cvientdlm.com/investors/corporate-governance/

23.    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 provided in ANNEXURE 3 to the report.

24.    Particulars Relating to The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 (POSH)

The Company has duly formulated the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company also has the well-defined policy on Prevention of Sexual Harassment.

List of initiatives under POSH 2022-23:

•    Conducted awareness sessions for the blue collar, white collar and contract employees at all our facilities.

•    For the Associates, we have a training module on our online Platform (D-Cafe) and made mandatory to complete the training annually.

•    Training was given by the well experienced external consultant as well as from the inhouse experts.

No cases were registered during the year. There are no pending cases at the beginning of the year and at the end of the Financial Year.

25.    Board Effectiveness

An effective board is a key feature of the governance journey to building a successful company. The duty of the board is to represent and protect the interests of all the stakeholders. The board's role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risks to be assessed and managed. An effective board develops and promotes its collective vision of the company's purpose, its culture, its values and the behavior it wishes to promote in conducting its business. In particular, it:

1.    provides direction for management;

2.    lays down strategy and vision;

3.    demonstrates ethical leadership, displaying - and promoting throughout the company -behavior consistent with the culture and values it has defined for the company;

4.    creates a performance culture that drives value creation without exposing the company to excessive risk of value destruction;

5.    makes well informed and high-quality decisions based on a clear line of sight into the business;

6.    creates the right framework for helping directors meet their statutory duties under the relevant statutory and regulatory regimes;

7.    is accountable, particularly to those that provide the company's capital; and

8.    Implements its governance arrangements and embraces evaluation of their effectiveness. The board's effectiveness is measured by the way in which the members of the board, as a whole work together under the chairman, whose role in corporate governance is fundamental and its collective ability

The board's effectiveness is measured by the way in which the members of the board, as a whole work together under the chairman, whose role in corporate governance is fundamental and its collective ability to provide both the leadership and the checks and balances which effective governance demands.

26.    Particulars of employees

The Company had 633 regular employees and 393 contract employees as of March 31, 2023. The Company affirms that remuneration to the Directors and Key Managerial Personnel is as per the remuneration policy of the Company.

27.    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:

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.

28.    Corporate Governance

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The report on corporate governance is annexed to this report.

29.    Disclosure Requirement

Policy on training and familiarization of Independent Director:

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

Policy for determining materiality for disclosure of events or information:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Prevention of sexual harassment policy:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Policy on Dividend distribution:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Policy on Board diversity:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Policy on Corporate Governance:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Code of conduct for the board and senior management: https://www.cvientdlm.com/investors/corporate-governance/

Policy on Corporate Social Responsibility:

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

Policy on insider trading:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Nomination and remuneration committee policy:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Policy on preservation and archival of documents:

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

Policy on Board evaluation:

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

Policy on related party transaction:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

Whistle blower policy:

https://wwwÝcvientdlmÝcom/investors/corporate-governance/

30.    Significant and material orders

There are no orders passed by the Regulators, Courts or tribunals impacting the going concern status of the company and the operations in the future.

31.    CEO's Declaration

Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Managing Director & CEO of the company declaring that all the members of the board and the senior management personnel of the company have affirmed compliance with the Code of Conduct of the company is enclosed as ANNEXURE 5.

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as ANNEXURE 6.

32.    Material changes and commitments

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

33.    Application under Insolvency and Bankruptcy Code, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2023.

34.    Cost records and cost audit

The Company has maintained the cost records and complied with the requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 as applicable for the business activities carried out by the Company.

35.    Particulars of loans, Guarantees and Investments

The Company has made investment of ^89.2 Crores (No of shares 2,342,869) in Innovation Communications Systems Private Limited. Particulars of investments made are provided in the financial statements. There are no Loans/Guarantees provided during the year.

36.    Related party transactions

The Company has complied with the provisions of section 188(1) of the act dealing with related party transactions. 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 as ANNEXURE 7. Reference is also made in the financial statements.

37.    Holding Company

Cyient DLM Limited is the 100% subsidiary of Cyient Limited, Hyderabad.

38.    Annual Return

In accordance with the Companies Act, 2013, a copy of the annual return in the prescribed format as on 31 March 2023 will be uploaded on the Company's website.

39.    Acknowledgements

The Board of Directors place on record their deep sense of appreciation for continuous support from company's customers, shareholders, vendors and bankers for their support to the company during the year.

We also express our sincere appreciation to the contribution made by employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

Your directors would like to make a special mention of the support extended by the various Departments of the Central and State Governments, particularly the Development Commissioners - SEZ, Department of Communication and Information Technology, the Direct and Indirect tax authorities, the Ministry of Commerce, the Reserve Bank of India, Ministry of Corporate Affairs/Registrar of Companies, Securities and Exchange Board of India, the Stock Exchanges and others and look forward to their support in all future endeavors.