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cyient.

com
The power
of Ideas
Global Headquarters
Cyient Limited, Plot No. 11, Software Units Layout,
Infocity, Madhapur, Hyderabad - 500 081, India | T: +91 40 6764 1000
Annual Report 2018-19
INNOVATE
…by using the power of digital.

DISRUPT
…markets, processes, and status quo.

LEAD
…stakeholders into the future.
THE POWER
OF IDEAS
Every once in a while, a new
technology, an old problem, and
a big idea turn into an innovation.
At Cyient, we are making that a reality.

We do this by “applying technology imaginatively

to solve problems that matter” and fostering
an environment that encourages out-of-the-
box thinking. As we expand from a services-led
organization to oﬀering intelligent solutions, we are
improving our brand’s competitiveness, its value, and
the impact on our stakeholders—clients, associates,
industries, and the society.

Annual Report | 2018-19

TABLE OF CONTENTS
02 KEY PERFORMANCE HIGHLIGHTS

07 CHAIRMAN'S MESSAGE

16 CEO’S MESSAGE

19 CORPORATE INFORMATION

40 BOARD OF DIRECTORS

42 SENIOR LEADERSHIP

44 AWARDS AND ACCOLADES

47 NOTICE OF ANNUAL GENERAL MEETING

62 DIRECTORS’ REPORT

71 BUSINESS RESPONSIBILITY REPORT

85 SECRETARIAL AUDIT REPORT

92 MANAGEMENT DISCUSSION AND ANALYSIS

117 REPORT ON CORPORATE GOVERNANCE

142 STANDALONE ABRIDGED FINANCIAL STATEMENTS

165 CONSOLIDATED FINANCIAL STATEMENTS

242 HISTORICAL PERSPECTIVE

243 FINANCIAL ANALYSIS

252 SIGNIFICANT MILESTONES

255 SHAREHOLDERS’ HANDBOOK

259 ATTENDANCE SLIP

260 LOCATION MAP

261 PROXY FORM

Annual Report | 2018-19

263 ECS MANDATE

265 GLOBAL PRESENCE

KEY
PERFORMANCE
Revenue
HIGHLIGHTS -
FY19
Maintained strong growth and
a positive outlook
$ 660 Mn 8.7% YoY
(₹46,175 Mn at a growth rate
The strong performance for FY19 was in line of 17.9% YoY)
with the business outlook for the year with
significant progress marked in the Aerospace &
Defense, Rail Transportation, Semiconductor,
and Communications business units. This
year saw an increased momentum in strategy
execution resulting in the acquisition of
AnSem N.V., a leading fabless, custom
analog and mixed-signal application-specific
integrated circuits (ASICs) design company, and
100% stake in Cyient Insights, a data science
company of which, Cyient had acquired 51%
stake in 2014.
Dividend Payout
This year, we also acquired a 100% stake in

82%
Cyient DLM enabling us to create a unique and
comprehensive ecosystem of engineering
capability, emerging technologies, and design-
led manufacturing capabilities. These well-
rounded capabilities not only enable us to meet
global market expectations, but also fulfill our
strategic goal of providing complete systems (Including buyback)
and solutions to clients across industries.
Highest ever at ₹15 per share
Annual Report | 2018-19

Our outlook for FY20 is backed by a strong

pipeline and order backlog.

2
Operating Profit

$ 91.9 Mn
7.9% YoY
(₹6,443 Mn at a growth rate
of 17.3% YoY)

Normalized Net Profit

$ 69.8 Mn
(₹4,898 Mn at a growth rate
of 14.0% YoY)

Cash Balance Consolidated

144.2 Mn
Revenue Segmentation
By Geography
$
(₹9,983 Mn on
closing exchange rate)
23%
Americas
Services Revenue
52% EMEA

580.2 Mn
APAC

$
Annual Report | 2018-19

25%
6.3% YoY

3
55
LOCATIONS
15 ,000 +
ASSOCIATES

20
COUNTRIES
300 +
CLIENTS

At the end of FY19, the total

headcount stood at 15,084. Our
global workforce spans across three
major regions: Asia Pacific (84%),
North America (12%), and Europe, the
Annual Report | 2018-19

Middle East and Africa (4%).

4
We are committed to creating an organization and culture where our associates are empowered and engaged
to be equal partners in our growth story. Our emphasis is on building an agile and inclusive organization that
celebrates diversity.

Listening to Our Employees Building Capability Nurturing People

Our annual employee Our learning and development We strengthened our position as
engagement survey has initiatives are focused on building an ‘Employer of Choice’ resulting in
resulted in an improved score a future-ready workforce and an overall increase in headcount as
of 63% with a 90% response equipping them with the right skills well as an increase in lateral hires.
rate. This is an improvement through industry and academia-led Our focus on developing scalable
over the previous year’s score trainings. In FY19, our collaboration policies and people practices has
of 60%. with online content providers has resulted in the introduction of new
enriched our learning assets. benefits across our regions.

Map is indicative and not to scale

Annual Report | 2018-19

Global Presence Global Headquarters

5
DIFFERENTIATING WITH
DIGITAL TRANSFORMATION
Dear Shareholders,

Ones and zeros are defining today’s world. Digital is now the byword for
creating, storing, communicating, consuming, and analyzing information.
From small businesses to large corporations, from government agencies to
non-profits, there is intense focus to transform into “digital enterprises.”

Digital, however, is not a new phenomenon. While the pre-digital era

dominated the decades from 1950 until 1969 when the first high-level
programming languages such as BASIC, COBOL, and FORTRAN were
developed, the years between 1970 until around 2000 shaped the
early digital enterprises. This era saw programming languages such as
C, Ethernet technology, development of LAN, WAN, TCP/IP protocol
suite, and eventually the World Wide Web. This era introduced email for
enterprises to communicate, and websites to exhibit their content and
market their products.

In the first decade of the new millennium, we witnessed organizations

embracing the fusion of the Internet, cloud, communications technology,
mobile, miniaturization, and sensorization of everything. This wave of
digital saw the development of cloud and mobile computing, web-centric
architectures, software-defined environments, social media, and API
economy. These developments created interconnected, integrated, and
interdependent industries and enterprises that seamlessly expanded
beyond geographical borders and amplified the impact of the value chains.

For the past four to five years and coinciding with the advent of Industry
4.0, we are witnessing a growth in platform-based concepts and
businesses as well as strong data-driven economies powered by IoT and
AI-led services and products. Organizations are building end-to-end
service oﬀerings and developing abilities to define, design, build, operate,
and maintain an entire value chain.

The increasing density of interconnection, integration, and

interdependency across devices, technologies, people, and locations is
helping organizations provide solutions and services in real-time. This is
increasing the number of hybrid touchpoints between digital and analog
worlds and enabling enterprises to diﬀerentiate in terms of business value.
Annual Report | 2018-19

6
Annual Report | 2018-19

BVR Mohan Reddy

Founder and Executive Chairman

7
Against this backdrop, for an competition, the pace of this At Cyient, innovation is a cultural
enterprise to truly differentiate change is accelerating, making paradigm, and we continuously
itself and succeed in the digital era, organizations embrace dynamic explore new avenues to meet
I believe it is prudent to follow these and robust strategies. evolving customer expectations.
five commandments: We launched the New Business
Cyient continues to implement its Accelerator (NBA) in FY18 and
- Make evidence-based “where-to- strategy to expand from services made good progress through the
play” choices and actively prioritize to systems and solutions with the course of FY19 by proactively
to scale with a robust strategy AGILE 2030 execution framework. identifying opportunities,
- Embrace open-innovation and By developing capabilities across engaging with and acquiring new
leverage the partner ecosystem the design-build-operate- technologies, new skills, new
to build end-to-end solutions maintain continuum in our focus partners, and developing new
industries, we are creating solutions.
- Evolve talent models that suit
differentiated business offerings
the digital era—redefine people
and expanding our addressable The NBA is incubating 18 new
supply chain by following the
market in the industries we initiatives, and the first crop
“right-skill, re-skill, up-skill”
play. This allows us to address is at the market-entry stage,
mantra
a broader range of customer generating strong interest from
- Create an agile organization needs, be it in aerospace, defense, our customers. The Cyient IoT
taking the best of domain, transportation, energy, utilities, Platform, Cyient Augmented/
technical, and service line healthcare, telecommunications, Virtual Reality Platform, and
capabilities to deliver business or manufacturing. Cyient SmartCity Platform are
value to customers continuously a few examples. Our precision
- Pursue strategic and best-fit Cyient’s values and cultures agriculture initiative (in cooperation
mergers and acquisitions to underpin its strategy: Values with a major agriculture company)
access relevant and advanced FIRST (Fairness, Integrity, Respect, is showing promising results in
technologies, skills, regulatory Sincerity, and Transparency) and increasing the net income of
practices, and markets; the AGILE culture (Ambitious, farmers, and we continue to test
successfully integrate the Growth mindset, Inclusive, Lead and develop our business model.
acquired entities by Example, and Empowered) These initial successes validate our
frameworks guide our behaviors approach to invest strategically in
Cyient embarked on its digital and actions and reinforce trust emerging technologies.
journey 28 years ago with with our stakeholders.
digitization of maps and creation Taking our multi-pronged approach
of digital map content for in-car Cyient recently adopted the to innovation forward, Cyient made
navigation. Cyient stood the test “Readiness 2020” initiative corporate venture investments in
of the time with a relentless pursuit that focuses on operational two medical start-ups in FY19. We
to solve problems that matter by efficiency improvements across also acquired the semiconductor
applying technology imaginatively. the organization to drive greater firm, Ansem. Through this
It went on differentiating through growth and profitability. acquisition, Cyient is helping its
innovation and excellence. Allow clients develop smart analog
me to enumerate how Cyient sensors to capture data, while
is diligently following these Innovation leveraging our IoT and analytics
five commandments to win solutions to provide actionable
the confidence of customers, Innovation is the life-blood of insights.
associates, shareholders, and a technology company. In the
society. Industry 4.0 era, the days of
simple process/product/business Skills, Leadership Development,
Annual Report | 2018-19

model innovations will not take and Diversity & Inclusion

Strategy companies far. Organizations
have to reconfigure technology, In the digital era, talent is a
Technology transforms the talent, and ecosystems to strategic priority for every
relationship between businesses address growing complexities in organization, and it is imperative
and customers. As digital began their markets and drive greater to strengthen, re-engineer, and
rewriting the rules of trade and innovation in their offerings. improve organizational leadership.
8
In FY19, Cyient meticulously roles through a one-year intervene as a direct response
chalked out and implemented a mentoring schedule. Our openness to poverty alleviation is skill
set of forward-looking initiatives to diversity widened our access development. The focus is on
in every aspect of people to the best talent in town, while imparting skills to unemployed
development. inclusion allowed us to engage with urban and rural youth and
that talent effectively. Diversity and empowering them to become (self-)
Cyient expanded its access to inclusion enhanced our creativity, employable. We are glad that our
fresh and industry-ready talent productivity, engagement, and local partnerships resulted in the
through digital campaigns and reputation. setting up of Cyient Urban Micro
partnerships with educational Skill Center as per the guidelines
institutions in India and North of the National Skill Development
America respectively. Leadership Corporate Social Responsibility Corporation (NSDC). The center is
development is integral to Cyient currently operational with a pilot
Our commitment and tradition
functioning, and our flagship batch of 300 beneficiaries.
to support society bring us
programs continue to create a
tremendous satisfaction and great
strong leadership pipeline. Design As we firmly increased our societal
recognition to our brand. FY19
thinking, succession planning, commitment and engagement,
was yet another exceptional year
career competency progression, four of our adopted schools
of driving our social responsibility
and individual leadership received recognition at national
initiatives with ever more vigor
development programs have been and state levels. The much-
in the areas of education, skills,
pivotal to our people development coveted national and state-level
strategy in FY19. community, literacy, and healthcare. CSR leadership/excellence awards
gave us even more confidence
To build sustainable and scalable We were consistent in our that our social efforts are touching
people practices that support educational initiatives, adopting 25 the lives of thousands of people.
our long-term vision, Cyient government schools around our The overwhelming support of our
strengthened its benchmarking facilities in India and supporting associates, who pledged over 2.5
efforts, introduced new benefits to 16,000+ children from pre-primary times more volunteering hours in
reinforce our diversity and inclusion through high school. I am happy to FY19, is further testimony to that
(D&I) values, and continued its say that our efforts have resulted commitment.
competitive targeting performance in the overall pass percentage in
differentiation. To augment these schools increasing to 86%
learning and development, Cyient and overall dropouts declining to Conclusion
launched a host of initiatives to 4%. It is particularly gratifying that
women participated more actively As the new government at the
develop future-ready associates.
in IT literacy training across 67 Center brings fresh hope and
Our associates leveraged Cyient’s
Cyient Digital Centers, from 42% of promise to the nation, which
partnerships with digital learning
participants in FY18 to 56% in FY19. is on the threshold of reaping
platforms such as edX, NPTEL,
accelerated demographic
Nasscom Future Skills Platform,
Our initiative to nurture rural dividends to create a knowledge
utilized 2,000+ courses, and
and urban communities picked economy, I want to assure you that
clocked around 200,000 corporate
up good momentum. We made Cyient remains deeply committed
training hours in FY19.
neighborhoods safe and secure to delivering on our promises
with zero open-defecation, to shareholders, customers,
I am delighted to share with
zero infant and toddler deaths, associates, and society through
you that our D&I efforts were
and zero dropouts up to eighth our robust journey of growth.
recognized by the United Nations
Global Compact Network India grade. Cyient’s social innovation
(UN-GCNI) with the prestigious initiative also leveraged healthcare
Annual Report | 2018-19

“Best Innovative Practices Award innovations to provide preventive Warm regards,

for Women at Workplace.” The cardiac care and advisories on diet
recently launched Diversity, and lifestyle at a Cyient-adopted
Inclusivity, and Equity-driven village.
Leadership (DIEL) program, in its
first cohort, will nurture 50 women Another area where the Cyient BVR Mohan Reddy
in middle and senior management Foundation found it critical to Founder and Executive Chairman
9
Cyient identified as a major contender
in the everest group V&V engineering
services peak matrix™ 2018

Our verification and validation (V&V) capabilities span multiple industries

including aerospace, rail transportation, medical technology, hi-tech and
electronics, industrial, oil & gas, and mining. The Everest PEAK Matrix™
Assessment 2018 used an objective, data-driven, and comparative assessment
of global services providers in the engineering V&V space across embedded,
software, hardware, and networks.
THE POWER OF IDEAS

25 16,000 67
Schools supported Children enrolled Cyient Digital Centers Best Overall
Excellence in CSR
Award 2018

30,000 4,000 54% From National Awards

for Excellence in CSR
& Sustainability
People have access Cyient volunteers Girl child enrollment
to IT education

The Cyient Foundation: Toward Sustainable Value Creation

There is a growing consensus among leaders today that business exists not just to be profitable,
but to make the world a better place to live. Purpose-driven organizations are known to do
better on nearly every traditional metric: greater customer loyalty, higher retention, more
innovation, and a healthier bottom line.

From developing initiatives that support education, digital enablement, women and girl child
empowerment, and healthcare, to social innovation and community development, the Cyient
Foundation had been at the core of creating sustainable value for all since 2002.

The next pages have our stories

Annual Report | 2018-19

Read about E Ravali, who studied Learn more about our Discover Mokshagundam,
at a Cyient-supported school, CSR initiatives on the a smart village adopted
and now teaches in one. next few pages. by Cyient.

11
THE POWER OF IDEAS

Social Innovation and Community Development:

Going Back to Our Grassroots

Cyient-adopted Mokshagundam is
on track to becoming a smart village.
From improved healthcare facilities
and infrastructure to access to drinking
water and education, this village’s story
is only a beginning.

In the Prakasam district of Andhra Pradesh, about

150 km from the closest cities of Kurnool and
Vijayawada, a small, nondescript village of
Mokshagundam is on a path of constant improvement.
Until recently, the people of Mokshagundam only
had access to the most basic healthcare services
at their primary healthcare center (PHC). Advanced
diagnostics, such as an ECG test, was a distant dream
for the more than 3,000 residents of the village as well
as the 20,000 people in surrounding areas.
Annual Report | 2018-19

12
Social innovation in healthcare: Water availability and conservation go
As a founding partner of MedTechConnect—an hand-in-hand:
ecosystem platform that brings together members of The people of the village have also benefitted from
the medical technology and healthcare communities the construction of water treatment plants and the
to address three barriers to healthcare: access, installation of dispensing machines to supply potable
affordability, and availability—the Cyient Foundation drinking water through prepaid cards. Also, bore wells
collaborated with Cardiac Design Labs to deliver were dug to develop water harvesting pits. The Cyient
a device that can detect more than 50 cardiac Foundation has taken necessary steps to educate
conditions for the people of the village and even villagers on groundwater recharge processes and
trained the primary healthcare staff to use the device. worked with the administration to supply piped water
to homes across the village.
“Since 2015, when the Cyient Foundation adopted
our village, along with other facilities, the PHC has Infrastructure development projects in place:
significantly minimized the need the need for people As part of our focus on infrastructure improvements
to travel long distances for their healthcare needs,” at the village, the Foundation helped the
says T Peddi Reddy, the former village head. administration successfully complete the CC road
work. Also, as part of the Swacch Bharath Abhiyan,
Earlier the villagers had to do an ECG check with the the Foundation worked with the government to build
machine brought from outside once a month. toilets for every household in Mokshagundam.
“We used to collect phone numbers of patients who
wanted to take the test and inform them a day before Access to quality education is an enabler:
the screening,” says Sreedevi, the PHC nurse.
The Cyient-adopted school in Mokshagudam is
equipped with efficient and optimized infrastructure
Things are different now for Mokshagundam and
for classrooms, improved sanitation facilities, and
its residents. The Cyient Foundation supports the
air-conditioned digital classrooms to facilitate
PHC and Homeo Hospital in the village, providing
technology-based learning.
necessary infrastructure and medicines to the
out-patients.

For India to achieve inclusive growth, our villages must grow in tandem with cities. Going back to our grassroots
and building sustainable communities in the nation’s hinterlands is only the beginning.

Annual Report | 2018-19

13
13
THE POWER OF IDEAS

Cyient Impact:
Coming Full-Circle

E Ravali gets up early each day to help her

mother with daily chores before heading out
to the school where she works as a volunteer.
It has been the same routine ever since she
can remember. “Earlier I helped before going to
school to learn, and now I help before going to
school to teach,” she says with a smile.

Ravali’s father worked as a watchman and her

mother was a cleaner at a Cyient-adopted
school in Hyderabad. With no economic support,
completing her education was a distant dream.
Ravali started studying in the same school where
her parents worked. After completing Grade
10, she was selected in the Civil Engineering
Diploma program at the Polytechnic for Women
in Vikarabad. However, financial constraints did
not allow her to take up the program.

It was then that Ravali and her parents

approached the Cyient Foundation for financial
aid. “With the help of the Foundation, I could
complete my engineering studies and earn this
diploma,” she says.

“When I was still a student, Cyient’s Chairman,

Mr. BVR Mohan Reddy visited our campus on
Independence Day and spoke about giving
back to society. Something clicked and I knew
then that I would be part of that “giving back”
process,” she adds.

Today, Ravali is a diploma holder in civil

engineering and also works as a vidya volunteer
at another Cyient-adopted school. “I hope
Cyient’s warm-hearted association with me
stays forever.”

The Cyient Foundation hopes for that too.

Annual Report | 2018-19

14
THE POWER OF IDEAS

Chain of Change: It Begins with Us

Balancing the responsibilities of a full-time job with road safety awareness are some of her regular
voluntary work is not easy. However, when you are contributions. Such is her commitment that
employed with an organization that ardently gives Siva Jyothi has also involved her family members in
back to society, it becomes just that much easier. becoming involved in the causes she believes in.

An active member of our more than 4,000 “Every month, the first and third Saturdays are booked
participants’ strong CSR volunteer team, Siva Jyothi for school visits with my family who help conduct
Sankham has regularly contributed to the community extracurricular activities for middle school students.
support programs initiated by the Cyient Foundation. It’s so humbling to be greeted by these children who
From imparting computer education and leading welcome me with 'Namaskaram teacher” or “Good
summer camps at Cyient-supported schools to morning akka' and enthusiastically ask about the
conducting career counseling sessions, and inspiring programs I will be conducting next.”
financially weak parents to educate their children, Siva
Jyothi has done it all. Her nine-year-old daughter is an active participant in
all of Siva Jyothi’s sessions and is already turning into
She has worked relentlessly to create health and an art and craft mentor for the students at the Cyient-
hygiene awareness in Cyient adopted schools with supported school. Cyient Foundation is privileged to
special lectures for girls on menstrual hygiene and have associates who go all out to make a diﬀerence in
awareness and helped students learn ergonomic the world we live in.
exercises. Conducting evening classes and raising

Annual Report | 2018-19

15
CEO’S MESSAGE
Dear Shareholders,

Over the last couple of years, technology has transformed the way we do
business. A number of industries now leverage technology in unique ways to
deliver diﬀerentiated products and services.

In the next five years, emerging technologies, such as the Internet of

Things (IoT), Data Analytics, Robotics, Augmented and Virtual Reality (AR/
VR), Artificial Intelligence (AI) and Machine Learning (ML), will disrupt many
industries and change the way we work with our clients. The emergence
and adoption of these technologies gives us a unique opportunity to
significantly increase our value proposition and create diﬀerentiated
positioning in the market.

Our vision to ”apply technology imaginatively to solve problems that

matter” focuses on helping our clients solve key business and technological
challenges that have a larger societal impact. To achieve this vision, we
implemented the S3 strategy, which focuses on building our capabilities
and providing greater ownership and accountability across the product life
cycle, as well as expanding our oﬀerings across the value continuum from
Services to Solutions.

In this context, FY 19 was a strong year. We made significant progress on

key strategic initiatives and delivered a solid performance. Our revenue
grew by 10.1% YoY in constant currency. The growth was led by a strong
performance in the Semiconductor, Communications, Transportation and
Aerospace & Defense business verticals. We also recorded our highest
ever PAT at ₹ 4,898 Mn, an increase of 14% YoY. Conversion of free cash to
EBITDA stood at 48.4% resulting in the highest ever operating free cash
flow of ₹ 3,770 Mn. This year we also declared our highest ever dividend
of ₹15/ share. Our earnings per share for the year stood at ₹ 43.4. Our key
clients witnessed a growth of 8% YoY. We also witnessed additions across
top client categories of 1+ Mn, 5+ Mn, and 10+ Mn clients.

This year saw an increased momentum in strategy execution resulting in

a number of key acquisitions. We acquired AnSem N.V, a leading fabless,
custom analog and mixed-signal application-specific integrated circuits
(ASICs) design company. We also acquired a 100% stake in Cyient Insights, a
data science company (formerly named Invati Insights), of which Cyient had
acquired a 51% stake in 2014.
Annual Report | 2018-19

16
Annual Report | 2018-19

Krishna Bodanapu
Managing Director & CEO

17
We also acquired an additional Overall, the NBA is garnering good include Pratt & Whitney’s
26% stake in Cyient DLM which traction and we are confident supplier awards for “Supplier
now means Cyient owns 100% of that it will materially add to the Highest Productivity”, “Supplier
Cyient DLM. These acquisitions company’s EPS in the near future. Innovation” and “Consistent
allow us to create a unique and Supplier Productivity.” The awards
comprehensive ecosystem Along with developing key reflect Cyient’s continued focus
of engineering, emerging technologies, we are also focused on excellence, innovation, and
technologies, and design-led on developing the next generation success within its Pratt & Whitney
manufacturing capabilities. They of leadership within Cyient. Centre of Excellence (CoE). Cyient
also allow us to meet the complex We have identified leadership was also recognized among the
requirements of our clients and interventions across all levels of Top 20 most promising Aerospace
strengthen our portfolio across the the organization, such as the First Tech solutions providers for driving
S3 continuum. As an organization Time Managers (FTM) Program, innovation and growth across the
we have a well laid out M&A Emerging Leaders Program (ELP) Aerospace & Defense lifecycle.
strategy with a focus on building for new managers, Business In the Zinnov Zones’ ER&D
comprehensive engineering Leaders Program (BLP) for middle Services Report for 2018, we were
capabilities in areas of embedded managers, or Succession Planning recognized as an “Established and
software, connected technologies, and Global Leaders Program (GLP) Expansive” player. We maintained
Design Led Manufacturing (DLM) for senior management. Our focus our leadership position in the
and emerging technologies. We will is on empowering employees and “Overall Ratings” category for
leverage the cash available in the developing leaders at all levels of the seventh consecutive year and
business to focus on acquisitions the organization. were placed in the “Leadership
that fill the gaps in our strategy. Zone” in four key industry verticals.
Over the year, we made strides in From an execution perspective, we Along with this, we were also
sharpening our business unit (BU) focus on stakeholder satisfaction. recognized as a “Major Contender”
strategy by developing specific We continue to operate within the in Everest Group’s Peak Matrix:
industry solutions and capabilities framework of our guiding principles Medical Devices Engineering
to strengthen our position as an of Values FIRST (Fairness, Services Assessment 2019. The
industry leader. We also continue Integrity, Respect, Sincerity, and recognition further strengthens
to make investments in building Transparency) and the AGILE Cyient’s position as a leading global
capabilities and infrastructure (Ambition, Growth Mindset, medical technology and healthcare
such as labs, prototyping facilities, Inclusive, Lead by example and solutions provider.
manufacturing capabilities and Empowered) culture, forming the
oﬃces to drive strategy execution. basis of how we do things at Cyient. Every business faces challenges in
From a stakeholder satisfaction succeeding in today’s market, while
Accelerating innovation is a key perspective, we fared well on both accelerating innovation across
part of our strategy, and we the customer satisfaction (CSAT) industries. We are excited about
continue to invest in innovation and associate satisfaction (ASAT) the prospects of the future and
through the New Business surveys for FY 19. Our CSAT score realize the immense opportunity
Accelerator (NBA) group. As part of saw an improvement of 4.7 points ahead of us to make a diﬀerence.
NBA, we are focused on leveraging YoY, while our ASAT score saw a 3% Our innovation and strategy
new technologies to develop improvement YoY. Our focus on execution positions us well to
solutions for our clients’ problems. improving Diversity and Inclusion achieve significant growth. We
We are working on developing (D&I) is gaining momentum. Last have a strong outlook for FY 20
18 solutions across industries year we launched many initiatives and will continue to focus on our
with a focus on high growth across geographies, including commitment to our stakeholders.
technologies such as IoT, AR/ the Global Mentorship Program
VR, additive manufacturing, radar that will help develop 50 women
Annual Report | 2018-19

solutions, drone systems, smart leaders for higher roles within the Thank you.
cities, connected equipment, AI organization.
and ML. Over the last year, we have
developed a few solutions that are Over the year we also won many
at a mature stage of development, awards and accolades and were
and we will monetize the same recognized by major industry Krishna Bodanapu
during the course of the year. analysts. These achievements Managing Director & CEO
18
Corporate Information
Registered Oﬃce Bankers

Cyient Limited The Hongkong and Shanghai Banking

4th Floor, ‘A’ Wing Corporation Limited
11, Software Units Layout 6-3-1107 & 1108,
Infocity, Madhapur Raj Bhavan Road, Somajiguda
Hyderabad – 500081 Hyderabad – 500082
Tel: +91 40 6764 1000 Tel: +91 40 6616 2077

Citibank NA
Auditors ‘Queens Plaza’, 1st Floor
Sardar Patel Road
Deloitte Haskins & Sells Secunderabad – 500003
KRB Towers, Plot no 1 to 4 & 4A, Tel: +91 40 4000 5720
1st, 2nd & 3rd Floor, Jubilee Enclave,
Madhapur, Hyderabad, Oriental Bank of Commerce
Telangana – 500 081 9-1-129/1, ‘Oxford Plaza’
Tel: +91 (0)40 7125 3600 Sarojini Devi Road
Fax: +91 (0)40 7125 3601 Secunderabad – 500003
Tel: +91 40 2770 4935

Internal Auditors
Company Secretary &
Ernst & Young LLP Compliance Oﬃcer
Oval Oﬃce, 18
iLabs Center, Madhapur Sudheendhra Putty
Hyderabad – 500081 4th Floor, ‘A’ Wing,
Tel: +91 40 6736 2000 11, Software Units Layout
Infocity, Madhapur
Hyderabad – 500081
Secretarial Auditor Tel: +91 40 6764 1322

S Chidambaram
#6-3-855/10/A, Flat No. 4A Registrar & Share Transfer Agents
Sampathji Apartments, Ameerpet
Hyderabad – 500016 Karvy Fintech Private Limited
Tel: +91 40 2341 3376 Karvy Selenium
Tower B, Plot No 31&32
Financial District, Gachibowli
Tax Advisors Hyderabad – 500032
Tel: +91 40 6716 1562
GP Associates
Flat No. 603, 6th Floor
‘Cyber Heights’, Plot No. 13
Annual Report | 2018-19

HUDA Layout, Road No. 2, Banjara Hills

Hyderabad – 500033
Tel: +91 40 2354 0822

19
THE POWER OF IDEAS

Streamline non-conformance
resolution with digital tech

By oﬀering eﬃciency improvements of up to 40%, our solution

helped a leading aero OEM achieve annual savings of $2.5 million
Annual Report | 2018-19

20
Ensuring High-Quality Manufacturing Processes in A&D
In the A&D industry, while each component of an aircraft engine is designed according to certain parameters
and standards, it is often only in the build (manufacturing or assembling) phase that discrepancies in terms of its
dimensions and/or materials used are discovered. The non-conformance of a physical product with its required
quality triggers an engineering Quality Notification (QN) to take remedial action.

Given its focus on safety and compliance, the high number of QNs in the aircraft engine manufacturing process
makes it diﬃcult to apply corrective measures for the concerned components eﬃciently and is often a manual,
time-consuming process.

To overcome this issue, Cyient designed a digital tool that enables clients to electronically document, manage, and
track non-conformance with materials, work-in-process or finished components. The Quality Notification Solution
enables eﬀective quality management and cross-functional communication between inventory control managers,
manufacturing engineering managers, production control teams, and quality inspectors.

INNOVATE DISRUPT LEAD

The Quality Notification Solution By using a machine learning Significant time reduction
ensures an automated and model, we designed a solution in QN processing with over
transparent product life cycle. It that automates the data review 80% accuracy rate in the
also helps OEMs to error-proof process of the QN and delivers manufacturing and inspection
the process flow with integrated recommendations on possible process leads to faster time-to-
engineering limits. The solution solutions (dispositions). The market and lower OPEX.
is also highly secure and can be solution also monitors repetitive A result of years of experience
deployed on the cloud or on- QNs to identify process in addressing manufacturing
premise and can be configured ineﬃciencies. The reports and defects, our solution can be
to provide role-based access dashboards provide real-time applied to any industry that deals
to users. visibility and insights across with manufacturing defects,
systems, sub-systems, vendors, improving their eﬃciency and
and process stages. processes.

Annual Report | 2018-19

21
THE POWER OF IDEAS

Tune into the future with

Gear up for Industry 4.0

Annual Report | 2018-19

28
Driving IoT-Enabled Decision-Making
In the digital age, Industrial Internet of Things or IIoT, connects companies to their physical assets, creating
a network of endpoints to collect and utilize data to drive smarter business decisions.

Implementing IIoT in industrial environments comes with unique challenges including highly complex
machinery and operations, product diversity, and varying optimal connectivity and communications
protocol. Companies understand the benefits IIoT can bring to their ecosystem but want a simple approach
to implementation that minimizes disruption, provides security, is flexible to work with their existing
systems, and provides a solid return on investment.

Cyient combines industry-specific domain experience with digital and analytics expertise to solve unique
client challenges. Our oﬀering starts with assessing requirements and sees clients through to design,
development, and deployment. Whether just starting on a digital journey or looking to get more insights
from big data, Cyient is a digital solutions partner focused on your outcome.

INNOVATE DISRUPT LEAD

Our data scientists process Tracking capital intensive assets Monitoring an asset’s historical
data from IIoT-enabled in the field, factory operations, data patterns, health, and
endpoints and apply inventory, or repair facilities can performance profiles can help
analytics, machine learning, be expensive. Cyient’s Asset alert companies to changes
and AI algorithms to help Tracking and Management in their performance. This
drive proactive diagnostic Solutions leverage IIoT to insight helps prioritize service
and preventive actions for collect data on assets and calls, reduce equipment failure
clients. Cyient’s Preventative aggregate it centrally, utilizing and downtime, and facilitate
Maintenance solutions allow analytics and application expense forecasting. Cyient’s
companies to minimize dashboards that enable Remote Asset Monitoring
equipment failures and improved operating eﬃciency, solutions help clients realize
downtime, to optimize loss prevention, and reduced cost savings, reduce risk, and
resources, improve workplace expenditures. make smarter decisions.
safety, and reduce costs.

Annual Report | 2018-19

29
THE POWER OF IDEAS

Healthcare technologies
reach untapped markets
Annual Report | 2018-19

30
Designing a Protein Analyzer for Emerging Markets
Cyient helped an India-based in vitro diagnostics company design, develop and manufacture a tabletop
protein analyzer that can test for up to 40 parameters, including HbA1c and CRP, and also enables
simultaneous measurement of eight samples. This legacy product was designed for developed markets,
with major component obsolescence.

for Utilities
Annual Report | 2018-19

38
Leveraging Satellites for Field Asset Safety
The increased availability and frequency of satellite data over the last few years has irrevocably changed the
landscape for Earth observation. The ability to closely monitor and analyze assets and remote sensing of
the environment is not for the exclusive use of government and defense organizations any longer. Moreover,
advanced satellite systems today provide unrivaled scale, cadence, and economy.

The geospatial industry, driven by the exponential growth of artificial intelligence (AI), is uniquely positioned
to leverage this increased data availability. In particular, the ability to analyze data and gain insights in near-
real time adds significant value for time-critical processes.

Satellite imagery provides both multi-band optical and radar (SAR) data. SAR enables analysis beyond
what is visible to the human eye by highlighting hidden details; and can penetrate cloud cover, day or night,
providing consistent levels of change detection.

INNOVATE DISRUPT LEAD

We have developed solutions Satellite data monitoring is Clients who leveraged our
that analyze optical and SAR a burgeoning area with more remote sensing change
data sets to detect subtle and more clients considering detection solutions have been
geospatial changes using AI remote sensing alternatives able to reduce operational
and machine learning. These to traditional methods of costs, adapt quickly, and
solutions are being leveraged aerial and ground inspections respond proactively to risks to
across areas including utility for change detection. These field assets. They also benefit
infrastructure, water resource conventional methods are from time-lapsed business
management, and crop health costly, resource-intensive, and intelligence to address changes
monitoring—where change oﬀer only a periodic snapshot to assets, which would not be
detection is critical for service when compared to the real-time apparent on visual inspection
continuity and safety. monitoring that remote sensing alone.
and satellites provide.

Annual Report | 2018-19

39
BOARD OF
DIRECTORS
The Cyient Board of Directors is committed to serving the goals
of the company and help it achieve sustainable growth in market
value. The Board ensures that the company makes a positive
diﬀerence to the industries it serves and upholds the long-term
interests of our stakeholders. Cyient has been growing in scale and
diversity under their guidance.
Annual Report | 2018-19

BVR Mohan Reddy Krishna Bodanapu MM Murugappan

Executive Chairman Managing Director & CEO Non-Executive
Non-Independent Director
Appointed in 1991 Appointed in 2014 Appointed in 1997
40
Alain De Taeye Som Mittal Vinai Thummalapally
Non-Executive Independent Director Independent Director
Non-Independent Director
Appointed in 2010 Appointed in 2014 Appointed in 2017

Annual Report | 2018-19

Vikas Sehgal Matangi Gowrishankar Vivek N Gour

Independent Director Independent Director Independent Director

Appointed in 2018 Appointed in 2019 Appointed in 2019

41
SENIOR
LEADERSHIP
The senior leadership team is at the forefront of nurturing
new opportunities for Cyient in the dynamic and digital Krishna Bodanapu
Managing Director & CEO
business landscape, combining strategies and data science to
design innovative, high-value solutions for our clients.

B Ashok Reddy Ajay Aggarwal Prabhakar Atla

President - Corporate Aﬀairs President & CFO Sr. VP - Rail Transportation
& Infrastructure
Annual Report | 2018-19

Katie Cook Tom Edwards NJ Joseph

Sr. VP - Energy & Utilities Sr. VP - UTC Account & Sr. VP - Corp. Strategy &
President - North America Marketing, and MD & CEO, CSS

42
Sanjay Krishnaa Sunil Kumar Makkena Dr. PNSV Narasimham
Sr. VP - Communications & Sr. VP - Operations Sr. VP - Global Human
President - APAC Resources

Suman Narayan Anand Parameswaran Jan Radtke

Sr. VP - Semiconductor, Sr. VP - Aerospace & Defense VP & Head - New Business
IoT and Analytics Accelerator (NBA)

Annual Report | 2018-19

John Renard Rajendra Velagapudi Brian Wyatt

President - Industrial & Geospatial Sr. VP - MD & CEO, Cyient DLM Sr. VP - Medical Technology
& President EMEA and Healthcare

43
AWARDS AND
ACCOLADES

Cyient receiving Pratt & Whitney Supplier Awards, 2018

Annual Report | 2018-19

44
Pratt & Whitney Supplier
John Deere Supplier
Awards, 2018
Award, 2018 In three categories: Supplier
For "Commendable Performance"
Highest Productivity, Supplier
in the Engineering Solutions
Innovation; and Consistent
category
Supplier Productivity

Rail & Road Transport

Award, 2018
In the Best Railway Signaling
Design Company category

Everest Group’s Peak

Matrix™ Assessment, 2019 HfS Research
Recognized as a Recognized in the Top 10
"Major Contender" in the Telecom Engineering
Medical Device Engineering Service Provider 2018 Report t
Services category

Lifetime Achievement
Award
Presented to Executive Chairman,
BVR Mohan Reddy, by Hyderabad
Software Enterprises Association

Best Innovative Practices

Award, 2018 CFO of the Year Award and
Annual Report | 2018-19

In the “Women at Workplace" Excellence in FP&A Award

category at the Gender Equality At the CFO Executive
Summit hosted by the UN Global Leadership Summit 2018
Compact Network, India

45
CSS WON ITS FIRST ORDER FROM
INDIAN ARMY FOR THE SPYLITE
MINI UAS, AUGUST 2018

Cyient Solutions & Systems (CSS), a joint venture between Cyient and BlueBird Aero Systems,
Israel, received its first order from the Indian Army for its SpyLite mini UAV systems—the only
system to pass the army’s extremely-high-altitude trials.

CSS’ SpyLite is an advanced, combat-proven, electric, mini unmanned aerial system

optimized to offer extended range real-time visual intelligence. Fully autonomous, from
launch to accurate parachute recovery, the system delivers enhanced reliability even in severe
weather conditions.
Notice of Annual General Meeting
Notice is hereby given that the 28th Annual General Meeting Companies Act, 2013 (“the Act”) and the Companies
of the shareholders of the company will be held on Thursday, (Appointment and Qualification of Directors) Rules, 2014
6 June 2019 at 3:00 p.m. at L&D Centre (Company’s Campus), (including any statutory modification(s) or re-enactment
Plot No.2, IT Park, Manikonda, Hyderabad – 500 032, thereof for the time being in force) read with Schedule
Telangana, to transact the following business: IV to the Act and Regulation 16(1)(b) of the Securities
and Exchange Board of India (Listing Obligations and
Ordinary Business
Disclosure Requirements) Regulations, 2015 (“Listing
1. To receive, consider and adopt: Regulations”), Mr. Vikas Sehgal (DIN: 05218876), who
a. the audited standalone financial statements of was appointed as an Additional Director of the Company
the company for the financial year ended 31 March by the Board of Directors with effect from 17 October
2019 together with the reports of the board of 2018 in terms of Section 161(1) of the Act and whose
directors and the auditors thereon term of office expires at the Annual General Meeting
and who has submitted a declaration that he meets
b. the audited consolidated financial statements of
the criteria for independence as provided in the Act
the company for the financial year ended 31 March
and Listing Regulations and in respect of whom the
2019, together with the report of the auditors
Company has received a notice in writing from a member
thereon.
proposing his appointment to the office of Independent
2. To confirm the interim dividend paid during the year Director, be and is hereby appointed as an Independent
and declare the final dividend on equity shares for the Director of the Company, not subject to retirement by
financial year 2018-19. rotation, for a term from 17 October 2018 to 16 October
3. To appoint a Director in place of Mr. M.M.Murugappan 2021.”
(DIN: 00170478), who retires by rotation and being 6. To consider and if thought fit to pass with or without
eligible, offers himself for re-appointment as a Director modifications(s), the following resolution as an ordinary
liable to retire by rotation. resolution:
4. To consider and if thought fit to pass with or without “RESOLVED THAT pursuant to the provisions of sections
modification(s), the following resolution as an ordinary 149, 150, 152 and any other applicable provisions of the
resolution: Companies Act, 2013 (“the Act”) and the Companies
“RESOLVED THAT pursuant to the provisions of (Appointment and Qualification of Directors) Rules, 2014
sections 139, 142 and all other applicable provisions, if (including any statutory modification(s) or re-enactment
any, of the Companies Act, 2013 read with Companies thereof for the time being in force) read with Schedule
(Audit and Auditors) Rules, 2014 (including any statutory IV to the Act and Regulation 16(1)(b) of the Securities
modification(s) or re-enactment thereof for the time and Exchange Board of India (Listing Obligations and
being in force), and pursuant to the recommendations Disclosure Requirements) Regulations, 2015 (“Listing
of the Audit Committee and of Board of Directors Regulations”), Ms. Matangi Gowrishankar (DIN:
of the Company, M/s. S.R Batliboi & Associates LLP, 01518137), who was appointed as an Additional Director
Chartered Accountants (Firm Registration No. FRN of the Company by the Board of Directors with effect
101049W/E300004) be and is hereby appointed as the from 25 April 2019 in terms of Section 161(1) of the Act
Statutory Auditors of the Company commencing from and whose term of office expires at the Annual General
the conclusion of this Annual General Meeting till the Meeting and who has submitted a declaration that she
conclusion of 33rd (Thirty third) Annual General Meeting meets the criteria for independence as provided in the
to be held in the year 2024 at such remuneration plus Act and Listing Regulations and in respect of whom the
applicable taxes and actual out of pocket expenses Company has received a notice in writing from a member
incurred in connection with the audit as may be mutually proposing her appointment to the office of Independent
agreed between the board of directors of the company Director, be and is hereby appointed as an Independent
and the auditors.” Director of the Company, not subject to retirement by
Annual Report | 2018-19

rotation, for a term from 25 April 2019 to 24 April 2022.”

Special Business
7. To consider and if thought fit to pass with or without
5. To consider and if thought fit to pass with or without
modifications(s), the following resolution as an ordinary
modification(s), the following resolution as an ordinary
resolution:
resolution:
“RESOLVED THAT pursuant to the provisions of sections
“RESOLVED THAT pursuant to the provisions of sections
149, 150, 152 and any other applicable provisions of the
149, 150, 152 and any other applicable provisions of the
47
Companies Act, 2013 (“the Act”) and the Companies Chairman for a period with effect from 24 April 2019 till
(Appointment and Qualification of Directors) Rules, 2014 31st March, 2020 at a remuneration as detailed below:
(including any statutory modification(s) or re-enactment I. Salary
thereof for the time being in force) read with Schedule
Salary shall not be less than ` 15,00,000 (Rupees
IV to the Act and Regulation 16(1)(b) of the Securities
Fifteen lakhs only) per month. The salary may
and Exchange Board of India (Listing Obligations and
progressively go up subject to his performance and
Disclosure Requirements) Regulations, 2015 (“Listing
industry trends, subject however that in no case,
Regulations”), Mr. Vivek N. Gour (DIN: 00254383), who
the salary shall not exceed ` 25,00,000 (Rupees
was appointed as an Additional Director of the Company
Twenty Five lakhs only) per month.
by the Board of Directors with effect from 25th April, 2019
in terms of Section 161(1) of the Act and whose term of II. Commission
office expires at the Annual General Meeting and who The Percentage of net profits of the company
has submitted a declaration that he meets the criteria as commission payable shall be determined by
for independence as provided in the Act and Listing the Leadership, Nomination & Remuneration
Regulations and in respect of whom the Company has Committee / Board of Directors of the company,
received a notice in writing from a member proposing his subject to the total remuneration (i.e., salary,
appointment to the office of Independent Director, be perquisites, commission and allowances) in any one
and is hereby appointed as an Independent Director of financial year shall not exceed the limits prescribed
the Company, not subject to retirement by rotation, for a from time to time under section 196, 197 and other
term from 25 April 2019 to 24 April 2022.” applicable provisions of the Act, read with schedule
8. To consider and if thought fit to pass with or without V to the said Act, as may for the time being, be in
modification(s), the following resolution as a special force and any amendments thereto.
resolution: III. Perquisites
“RESOLVED THAT pursuant to the provisions of Sections Perquisites as follows will be paid and/or provided
149, 150, 152 and any other applicable provisions of in addition to salary. Perquisites shall be valued
the Companies Act, 2013 (“Act”) and the Companies in terms of actual expenditure incurred by the
(Appointment and Qualification of Directors) Rules, 2014 company. However, in cases where the actual
(including any statutory modification(s) or re-enactment amount of expenditure cannot be ascertained with
thereof for the time being in force) read with Schedule reasonable accuracy the perquisites shall be valued
IV to the Act and Regulation 16(1)(b) of the SEBI (Listing as per Income Tax Rules:
Obligations and Disclosure Requirements) Regulations,
a) Medical Reimbursement
2015, Mr. Som Mittal (DIN: 00074842), Independent Non-
Executive Director of the Company who has submitted a Reimbursement of medical expenses actually
declaration that he meets the criteria of independence incurred for self and family as per the rules of
as provided in Section 149(6) of the Act and Regulation the company
16 of the SEBI (Listing Obligations and Disclosure b) Leave Travel Concession / allowance
Requirements) Regulations, 2015, as amended from
time to time and who is eligible for reappointment, be For self and family, once in a year in accordance
and is hereby re-appointed as an Independent Non- with the rules of the company
Executive Director of the Company to hold office for c) Club Fees
second term from 6 June 2019 to 6 February 2022 and
Fees of Club payable as per the rules of the
whose office shall not be liable to retire by rotation”.
company.
9. To consider and if thought fit to pass with or without
d) Provident Fund, Pension Fund &
modification(s), the following resolution as a special
Superannuation Fund
resolution:
Company’s Contribution to Provident Fund,
“RESOLVED THAT pursuant to the provisions of sections
Pension Fund & Superannuation Fund as per
Annual Report | 2018-19

196, 197, 203 and other applicable provisions, if any,

the rules of the company.
of the Companies Act, 2013 (Act), read with Schedule
V (as amended from time to time) to the said Act and e) Gratuity
the Companies (Appointment and Remuneration of Gratuity is payable as per the rules of the
Managerial Personnel) Rules, 2014, consent of the company.
members be and is hereby accorded for the appointment
of Mr. B.V.R. Mohan Reddy (DIN 00058215) as Executive

48
f) Car members be and is hereby accorded for the appointment
Use of fully maintained company’s car with of Mr. Krishna Bodanapu (DIN: 05301037) as Managing
chauffeur and fuel reimbursement Director & Chief Executive Officer for a period of five
years with effect from 24 April 2019 at a remuneration as
g) Telephone detailed below:
Reimbursement of residential telephone I. Salary
bills at actuals. Use of telephone for official
purpose shall not be considered as perquisite. Salary shall not be less than ` 12, 00,000 (Rupees
Use of one mobile phone for official purpose. Twelve lakhs only) per month. The salary may
progressively go up subject to his performance
IV. Other Benefits and industry trends, subject however that in no
On full pay and allowances as per the rules of the case, the salary shall exceed ` 20,00,000 ( Rupees
Company, not more than one month’s leave for Twenty lakhs only) per month subject to the
every 11 months of service. confirmation of the board of directors based on the
recommendation of the Leadership, Nomination &
V. Overall Remuneration
Remuneration committee of directors.
That the total remuneration (i.e., salary, perquisites,
II. Commission
commission and allowances) in any one financial
year shall not exceed the limits prescribed from The Percentage of net profits of the company
time to time under sections 196, 197 and other as commission payable shall be determined by
applicable provisions of the Act read with Schedule the Leadership, Nomination & Remuneration
V to the said Act, as may for the time being, be in Committee / Board of Directors of the company,
force and any amendments thereto. In case of any subject to the total remuneration (i.e., salary,
doubt / discrepancy / clarification that may arise perquisites, commission and allowances) in any one
with respect to payment of remuneration the same financial year shall not exceed the limits prescribed
shall be determined and decided by the board of from time to time under section 196, 197 and other
directors on the recommendation of Leadership, applicable provisions of the Act, read with schedule
Nomination & Remuneration committee of V to the said Act, as may for the time being, be in
directors. Further, within the overall remuneration, force and any amendments thereto.
the individual components may be changed as III. Perquisites
desired by Mr. B.V.R. Mohan Reddy and accepted
by the Leadership, Nomination & Remuneration Perquisites as follows will be paid and/or provided
committee. in addition to salary. Perquisites shall be valued
in terms of actual expenditure incurred by the
VI. Minimum Remuneration company. However, in cases where the actual
In the event of loss or inadequacy of profits, in amount of expenditure cannot be ascertained with
any financial year during the currency of tenure reasonable accuracy the perquisites shall be valued
of service, the payment of salary, commission, as per Income Tax Rules:
perquisites and other allowances shall be governed a) Medical Reimbursement
by Schedule V to the Act, including any statutory
modifications or re-enactment thereof, as may, for Reimbursement of medical expenses actually
the time being, be in force. incurred for self and family as per the rules of
the company
VII. Termination
b) Leave Travel Concession / allowance
Two months’ notice shall be required, on either side
for termination of service.” For self and family, once in a year in accordance
with the rules of the company
10. To consider and if thought fit to pass with or without
modification(s), the following resolution as a special c) Club Fees
resolution: Fees of Club payable as per the rules of the
Annual Report | 2018-19

“RESOLVED THAT pursuant to the provisions of sections company.

196, 197, 203 and other applicable provisions, if any, d) Provident Fund, Pension Fund &
of the Companies Act, 2013 (Act), read with Schedule Superannuation Fund
V (as amended from time to time) to the said Act and Company’s Contribution to Provident Fund,
the Companies (Appointment and Remuneration of Pension Fund & Superannuation Fund as per
Managerial Personnel) Rules, 2014, consent of the the rules of the company.
49
e) Gratuity modifications or re-enactment thereof, as may, for
Gratuity is payable as per the rules of the the time being, be in force.
company. VII. Termination
f) Car Six months’ notice shall be required, on either side
Use of fully maintained company’s car with for termination of service.”
chauffeur and fuel reimbursement 11. To consider and if thought fit to pass with or without
g) Telephone modification(s), the following resolution as a special
resolution:
Reimbursement of residential telephone
bills at actuals. Use of telephone for official “RESOLVED THAT pursuant to the provisions of
purpose shall not be considered as perquisite. Section 188 and other applicable provisions, if any, of
Use of one mobile phone for official purpose. the Companies Act, 2013, the Companies (Meetings
of Board and its Powers) Rules, 2014 including any
IV. Other Benefits statutory modification(s) or re-enactment thereof for
On full pay and allowances as per the rules of the the time being in force, the recommendation/approval of
Company, not more than one month’s leave for Leadership, Nomination and Remuneration Committee
every 11 months of service. and Audit Committee and the Board of Directors at their
meetings held on 24 & 25 April 2019 and subject to such
V. Overall Remuneration
other approvals as may be necessary, the approval of
That the total remuneration (i.e., salary, perquisites, the shareholders be and is hereby accorded to the re-
commission and allowances) in any one financial appointment of Mr. Ashok Reddy Bodanapu, (relative
year shall not exceed the limits prescribed from of Mr. B.V.R.Mohan Reddy, Executive Chairman of the
time to time under sections 196, 197 and other Company), to hold office or place of profit under the
applicable provisions of the Act read with Schedule Company with designation President – Global Corporate
V to the said Act, as may for the time being, be in Affairs & Infrastructure for a period from 1 April 2019 till
force and any amendments thereto. In case of any 30 June 2020 at a remuneration upto ` 1,40,00,000/-
doubt / discrepancy / clarification that may arise (Rupees One crore forty lakhs) per annum.”
with respect to payment of remuneration the same
shall be determined and decided by the board of
By Order of the Board
directors on the recommendation of Leadership,
Nomination & Remuneration committee of
directors. Further, within the overall remuneration,
Place: Hyderabad Dr. Sudheendhra Putty
the individual components may be changed as
Date: 25 April 2019 Company Secretary
desired by Mr. Krishna Bodanapu and accepted
M.No. F5689
by the Leadership, Nomination & Remuneration
committee. Registered Office
4th Floor, A Wing, Plot No.11,
VI. Minimum Remuneration Software Units Layout, Infocity,
In the event of loss or inadequacy of profits, in Madhapur, Hyderabad 500 081.
any financial year during the currency of tenure Telangana.
of service, the payment of salary, commission, CIN: L72200TG1991PLC013134
perquisites and other allowances shall be governed Email: company.secretary@cyient.com
by Schedule V to the Act, including any statutory Website: www.cyient.com
Annual Report | 2018-19

50
Notes
1. A shareholder entitled to attend and vote at the Annual 10. Shareholders holding shares in physical form may write
General Meeting (AGM) is entitled to appoint a proxy to the company/company’s R&T agents for any change in
to attend and vote on a poll on behalf of him and the their address and bank mandates; shareholders holding
proxy need not be a member. The proxy form should shares in electronic form may inform the same to their
be deposited at the registered oﬃce of the company depository participants immediately so as to enable the
not less than 48 hours before the commencement Company to dispatch dividend warrants at their correct
of the AGM. A person can act as proxy on behalf of addresses, where applicable.
shareholders not exceeding fifty (50) in number and
11. In terms of Schedule I of the SEBI (LODR) Regulations,
holding in the aggregate not more than 10% of the total
2015, listed companies are required to use the Reserve
share capital of the company. In case a proxy is proposed
Bank of India’s approved electronic mode of payment
to be appointed by a shareholder holding more than 10%
such as National Automated Clearing House (NACH),
of the total share capital of the company carrying voting
National Electronic Fund Transfer (NEFT), Real Time
rights, then such proxy shall not act as a proxy for any
Gross Settlement (RTGS) for making payments like
other shareholder.
dividend to the shareholders. Accordingly, shareholders
2. Corporate shareholders intending to send their holding securities in demat mode are requested
authorized representatives to attend the AGM are to update their bank details with their depository
requested to send a certified copy of the board resolution participants. Shareholders holding securities in physical
to the company authorizing them to attend and vote on form may send a request updating their bank details to
their behalf at the AGM. the company’s Registrar and Transfer Agent.
3. The Register of Members and the Share Transfer Books 12. Shareholders who wish to claim unclaimed dividends
of the company will remain closed from 3 June 2019 to of the past years, are requested to correspond with
6 June 2019 (both days inclusive) in connection with the Mr. N. Ravi Kumar, Deputy Company Secretary, at the
AGM and for the purpose of dividend. company’s registered oﬃce. Pursuant to provisions of
4. An explanatory statement pursuant to provisions of sections 124 and 125, and other applicable provisions,
section 102 of the Companies Act, 2013 (‘Act’) is annexed if any, of the Act, all unclaimed / unpaid dividends for a
hereto in respect of item numbers 4 to 11. period of seven years from the date they become due for
5. The Board of Directors of the company had declared payment are required to be transferred to the Investor
an interim dividend of ` 6/- per share i.e., at the rate of Education Protection Fund (‘IEPF’). The shares in
120% on face value of ` 5/- on 17 October 2018. The respect of such unclaimed dividends are also liable to be
same was paid on 6 November 2018. transferred to the demat account of the IEPF Authority.
In view of this, shareholders are requested to claim
6. Final dividend of ` 9/- per share, i.e., at the rate of 180% the dividend from the company within the stipulated
on face value of ` 5/- each for the year ended 31 March timeline.
2019, as recommended by the board, if declared at the
AGM, will be payable to those persons whose names 13. The certificates from the auditors of the company under
appear in the Register of Members of the company as at SEBI (Share Based Employee Benefit) Regulations,
the close of business hours on 31 May 2019. Dividend will 2014, as amended, will be available for inspection by the
be paid on 20 June 2019. shareholders at the AGM.
7. The relevant details as required by Regulation 36 of the 14. In consonance with the company’s sustainability
SEBI (Listing Obligations and Disclosure Requirements) initiatives and Regulation 36 of the SEBI (LODR)
Regulations, 2015 (SEBI (LODR) Regulations, 2015) and Regulations, 2015, the company is sharing all documents
Secretarial Standard on General Meetings (SS 2) issued with shareholders in the electronic mode, wherever
by the Institute of Company Secretaries of India, of the same has been agreed to by the shareholders.
director seeking re-appointment under Item Nos. 3, 5 to Shareholders are requested to support this green
10 above is annexed hereto. initiative by registering/ updating their e-mail addresses
for receiving electronic communications.
8. Shareholders/proxies are requested to bring their copies
of the Annual Report to the AGM and the attendance slip 15. The Securities and Exchange Board of India (SEBI)
Annual Report | 2018-19

duly filled in for attending the AGM. has mandated the submission of Permanent Account
9. Shareholders desirous of obtaining any information Number (PAN) by every participant in securities market.
concerning the accounts and operations of the company Shareholders holding shares in electronic format,
are requested to send their queries to the registered therefore, are requested to submit their PAN to their
oﬃce of the company at least seven days before the date Depository Participants with whom they are maintaining
of the AGM, so that the information requested may be their demat accounts. Shareholders holding shares in
made available. physical form may submit their PAN and other details

51
to the company’s R&T Agents in accordance with SEBI consolidating their holdings into one folio. A consolidated
Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated share certificate will be issued to such shareholders after
20 April 2018. making requisite changes.
16. SEBI has recently amended relevant provisions of SEBI 19. In case of joint holders attending the AGM, the
(Listing Obligations and Disclosure Requirements) shareholder whose name appears as the first holder in
Regulations, 2015 to disallow listed companies from the order of names as per the Register of Members of
accepting request for transfer of securities which are the company will be entitled to vote.
held in physical form, with effect from 1 April 2019. The 20. All documents referred to in the accompanying notice
shareholders who continue to hold shares in physical will be available for inspection at the registered office of
form even after this date, will not be able to lodge the the company during business hours on all working days
shares with company / its RTA for further transfer. They up to the date of declaration of the result of the 28th AGM
will need to convert them to demat form compulsorily of the company.
if they wish to effect any transfer. Only the requests for
transmission and transposition of securities in physical 21. Route map to the venue of the AGM is published
form, will be accepted by the RTA. elsewhere in the Annual Report.

17. Pursuant to section 72 of the Act, shareholders are By Order of the Board
entitled to make a nomination in respect of shares held
by them. Shareholders desirous of making a nomination,
pursuant to the Rule 19(1) of the Companies (Share Place: Hyderabad Dr. Sudheendhra Putty
Capital and Debentures) Rules, 2014 are requested Date: 25 April 2019 Company Secretary
to send their requests in Form No. SH-13, to the R&T M.No. F5689
Agent of the company. Further, shareholders desirous of
Registered Oﬃce
cancelling/ varying nomination pursuant to the rule 19(9)
4th Floor, A Wing, Plot No.11,
of the Companies (Share Capital and Debentures) Rules,
Software Units Layout, Infocity,
2014, are requested to send their requests in Form No.
Madhapur, Hyderabad 500 081
SH-14, to the R&T Agent of the company.
Telangana
18. Shareholders holding shares in physical form, in identical CIN: L72200TG1991PLC013134
order of names, in more than one folio are requested Email: company.secretary@cyient.com
to send to the R&T Agent of the company, the details Website: www.cyient.com
of such folios together with the share certificates for
Annual Report | 2018-19

52
Guidelines for Electronic Voting at the AGM but have not cast their votes electronically
using the remote e-voting facility.
Pursuant to the provisions of section 108 of the Act, the
g) Immediately after the conclusion of voting at the AGM,
Companies (Management and Administration) Rules,
the Scrutineer will first count the votes cast at the AGM
2014 as amended by the Companies (Management and
and thereafter unblock the votes cast through remote
Administration) Amendment Rules, 2015 and Regulation 44 of
e-voting in the presence of at least two witnesses not
the SEBI (LODR) Regulations, 2015 shareholders are provided
in the employment of the company. The Scrutineer will
with the facility to cast their vote electronically, through
prepare a consolidated Scrutineer’s Report of the total
the e-voting services provided by Karvy Fintech Private
votes cast in favour or against, if any, not later than three
Limited (‘Karvy’), in respect of all resolutions set forth in this
days after the conclusion of the AGM. This report shall
Notice. The facility of casting votes by shareholders using an
be made to the Chairman or any other person authorized
electronic voting system from a place other than the venue of
by the Chairman, who will then declare the result of the
the AGM is termed as ‘Remote Electronic Voting’ (e-voting)
voting.
Mr. S Chidambaram, Practicing Company Secretary has been
h) The voting results declared along with the Scrutineer’s
appointed as the Scrutineer to scrutinize the voting process
Report will be placed on the company’s website www.
in a fair and transparent manner.
cyient.com and on the website of Karvy immediately
a) The remote e-voting period commences on 3 June 2019 after the declaration of the result by the Chairman or a
(09:00 am IST) and ends on 5 June 2019 (05:00 pm IST). person authorized by the Chairman. The results will also
During this period, shareholders of the company, holding be immediately forwarded to the BSE Ltd. and National
shares either in physical form or in dematerialized form, Stock Exchange of India Ltd.
as on the cut-oﬀ date of 31 May 2019, may cast their Guidelines for e-voting:
votes electronically. The remote e-voting module will be
disabled by Karvy for voting thereafter. Once the vote on The procedure and instructions for e-voting are as follows:
a resolution is cast by the shareholder, the shareholder i. Open your web browser during the voting period and
will not be allowed to change it subsequently or cast the navigate to ‘https://evoting.karvy.com’
vote again.
ii. Enter the login credentials (i.e., user-id & password)
b) Any person, who acquires shares of the company and mentioned on the Postal Ballot Form. Your folio/DP
becomes a shareholder of the company after dispatch Client ID will be your User-ID.
of the notice of AGM and holds shares as on the cut-oﬀ
date i.e. 31 May 2019, may obtain user ID and password User – ID For shareholders holding shares in Demat
Form:-
by sending a request at evoting@karvy.com. However,
if you are already registered with Karvy for e-voting, a) For NSDL:- 8 Character DP ID
followed by 8 Digits Client ID
then you can use your existing user ID and password
for casting your vote. If you forget your password, you b) For CDSL:- 16 digits beneficiary ID
can reset the password by using ‘Forgot User Details/ For shareholders holding shares in
Password’ option available on ‘https:// evoting.karvy. Physical Form:-
com’ Event no. followed by Folio Number
registered with the company
c) The shareholders who have cast their vote by remote
e-voting prior to the AGM may also attend the AGM but Password : Your Unique password is printed on the
will not be entitled to cast their vote again. Postal Ballot Form/via email forwarded
through the electronic notice
d) The facility for voting through ballot paper will be made
Captcha: Enter the Verification code i.e., please
available at the AGM venue and the shareholders
enter the letters and numbers in the exact
attending the AGM, who have not cast their vote by
way as they are displayed for security
remote e-voting will be able to exercise their right at the reasons.
AGM venue through ballot paper. Shareholders who have
not cast their vote electronically, by remote e-voting, iii. After entering these details appropriately, click on
may only cast their vote at the AGM through ballot paper. “LOGIN”.

e) The voting rights of shareholders will be in proportion to iv. In case of first login, shareholders holding shares in
Annual Report | 2018-19

the shares held by them, as on the cut-oﬀ date of 31 May Demat/Physical form will now reach Password Change
2019. menu wherein they are required to mandatorily change
their login password in the new password field. The new
f) At the AGM, at the end of discussion on the resolutions password has to be minimum eight characters consisting
on which voting is to be held, the Chairman, with the of at least one upper case (A-Z), one lower case (a-z),
assistance of the scrutineer, will order voting through one numeric value (0-9) and a special character. Kindly
ballot paper for all those shareholders who are present note that this password can be used by the Demat
53
holders for voting for resolution of any other company displayed. If you wish to confirm your vote, click on
on which they are eligible to vote. System will prompt “OK”, else to change your vote, click on “CANCEL” and
you to change your password and update any contact accordingly modify your vote.
details like mobile number, email ID etc on first login. You x. Once you ‘CONFIRM’ your vote on the resolution, you
may also enter the Secret Question and answer of your will not be allowed to modify your vote.
choice to retrieve your password in case you forget it. It
is strongly recommended not to share your password xi. Corporate/Institutional Members (corporate / Fls/Flls/
with any other person and take utmost care to keep your Trust/Mutual Funds/Banks, etc) are required to send
password confidential. scan (PDF format) of the relevant Board resolution to
the Scrutineer through e-mail to schid285@gmail.com
v. You need to login again with the new credentials. with copy to evoting@karvy.com.The file/scanned image
vi. On successful login, system will prompt to select the of the Board Resolution should be in the naming format
‘Event’ i.e., ‘Company Name’. “Corporate Name_ Event no.”
vii. If you are holding shares in Demat form and had logged By Order of the Board
on to “https://evoting.karvy.com” and cast your vote
earlier for any company, then your existing login id and
password are to be used.
viii. On the voting page, you will see Resolution Description Place: Hyderabad Dr. Sudheendhra Putty
and against the same the option ‘FOR/AGAINST/ Date: 25 April 2019 Company Secretary
ABSTAIN’ for voting. Enter the number of shares (which M.No. F5689
represents number of votes) under ‘FOR/AGAINST/ Registered Oﬃce
ABSTAIN’ or alternatively you may partially enter any 4th Floor, A Wing, Plot No.11,
number in ‘FOR’ and partially in ‘AGAINST’, but the total Software Units Layout, Infocity,
number in ‘FOR/AGAINST’ taken together should not Madhapur, Hyderabad 500 081
exceed your total shareholding. If the shareholder does Telangana
not want to cast, select ‘ABSTAIN’ CIN: L72200TG1991PLC013134
ix. After selecting the resolution you have decided to Email: company.secretary@cyient.com
vote on, click on “SUBMIT”. A confirmation box will be Website: www.cyient.com

Explanatory Statement pursuant to section 102 of the Companies

Act, 2013
Item Nos. 5 to 7: Appointment of Mr. Vikas Sehgal, as Director in terms of Section 164 of the Companies Act,
Ms. Matangi Gowrishankar and Mr. Vivek N. Gour as 2013, as amended from time to time. In the opinion of the
Independent Directors: Board, they fulfill the conditions specified in the Companies
Mr. Vikas Sehgal, Ms. Matangi Gowrishankar and Mr. Vivek Act, 2013 and are independent of the management.
Gour were appointed as Additional Directors (Independent In terms of Section 160 of the Companies Act, 2013, the
Directors) by the Board of Directors with eﬀect from 17 Company has received notice in writing from members
October 2018, 25 April 2019 and 25 April 2019 respectively, proposing the candidacy of Mr. Vikas Sehgal, Ms. Matangi
pursuant to section 161 (1) of the Companies Act, 2013 and Gowrishankar and Mr. Vivek Gour to be re-appointed as
hold oﬃce upto the date of 28th Annual General Meeting. an Independent Directors of the Company as per the
The Company has received a declaration from each of them provisions of the Companies Act, 2013 along with a deposit
on their being eligible for appointment as Independent of Rs.1,00,000 (Rupees one lakh) each as required under the
Directors. Further each of the Directors has provided aforesaid section.
consent in writing to act as director in Form DIR-2 pursuant The names of companies and the committees in which the
to Rule 8 of the Companies (Appointment & Qualification directors are a director/member, the letter of appointment
of Directors) Rules, 2014, as amended from time to
Annual Report | 2018-19

and terms and conditions of the appointment are available

time. The Company has also received a declaration from for inspection at the registered office of the company during
Mr. Vikas Sehgal, Ms. Matangi Gowrishankar and Mr. Vivek normal business hours.
Gour confirming the criteria of Independence as prescribed
under Section 149(6) of the Companies Act, 2013 and under Disclosure under Regulation 36(3) of the Listing Regulations
the Regulation 16(b) of the Listing Regulations, as amended and Secretarial Standard-2 issued by the Institute of
from time to time. Mr. Vikas Sehgal, Ms. Matangi Gowrishankar Company Secretaries of India are set out in the Annexure to
and Mr. Vivek Gour are not disqualified from being appointed the Explanatory Statement.
54
Except the directors being appointed in terms of the Personnel (KMP) or relatives of directors and KMP is
said resolutions, none of the Directors or Key Managerial concerned or interested in the Resolution at Item No. 8 of the
Personnel (KMP) or relatives of directors and KMP is accompanying Notice.
concerned or interested in the Resolution at Item Nos. 5 to 7
Your Directors recommend the resolution for your approval.
of the accompanying Notice.
Item No. 9: Appointment of Mr. B.V.R. Mohan Reddy as
Your Directors recommend each of the resolutions above for
Executive Chairman
your approval.
Item No. 8: Re-appointment of Mr. Som Mittal as an Mr. B.V.R. Mohan Reddy was appointed as Executive Chairman
Independent Director and Whole-time Director of the Company for a period of five
years with effect from 24 April 2014, post approval of the
Mr. Som Mittal was appointed as an Independent Director Members.
of the Company by the members at the 23rd AGM of the
Company held on 17 July 2014 for a period of five consecutive The Board has, in its meeting held on 25 April 2019, based
years. As per Section 149(10) of the Act, an Independent on the recommendation of the Leadership, Nomination and
Director shall hold office for a term of upto five consecutive Remuneration Committee and subject to the approval of
years on the Board of a Company, but shall be eligible for the Members, approved the re-appointment of Mr. B.V.R.
re-appointment on passing a special resolution by the Mohan Reddy as Executive Chairman up to 31 March 2020
Company for another term. Based on the recommendation of on such terms and conditions including remuneration
Leadership, Nomination and Remuneration Committee and in as recommended by the Leadership, Nomination and
terms of the provisions of Sections 149, 150, 152 read with Remuneration Committee of the Board and approved by the
Schedule IV and any other applicable provisions of the Act Board.
and SEBI (Listing Obligations and Disclosure Requirements)
Mr. B.V.R. Mohan Reddy is not disqualified from being re-
Regulations, 2015, Mr. Som Mittal, being eligible for re-
appointment as an Independent Director and offering appointed as a Director in terms of Section 164 of the Act
himself for re-appointment, is proposed to be re-appointed and has given his consent to act as Executive Chairman of the
as an Independent Director for a second term from 6 June Company. Mr. B.V.R. Mohan Reddy satisfies all the conditions
2019 upto 6 February 2022. The Company has received as set out in Section 196(3) of the Act and Part-I of Schedule V
declaration from him stating that he meets the criteria of to the Act, for being eligible for his appointment.
Independence as prescribed under sub-section (6) of Section It is proposed to seek the members’ approval for the re-
149 of the Companies Act, 2013 and Regulation16(1)(b) of appointment of and remuneration payable to Mr. B.V.R. Mohan
the SEBI (Listing Obligations and Disclosure Requirements) Reddy as Executive Chairman of the Company, in terms of
Regulations, 2015. He has also given his consent to continue the applicable provisions of the Act and the relevant Rules
to act as Director of the Company, if so appointed by the
made thereunder. This Explanatory Statement may also be
members. In the opinion of the Board, Mr. Som Mittal fulfils
considered as the requisite abstract under Section 190 of the
the conditions specified under Section 149 (6) of the Act,
Companies Act, 2013 setting out the terms and conditions
the Companies (Appointment and Qualification of Directors)
of appointment of Mr. B.V.R. Mohan Reddy as the Executive
Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Chairman of the Company.
for his re-appointment as an Independent Director of the Except Mr. B.V.R. Mohan Reddy and Mr. Krishna Bodanapu,
Company and is independent of the management. Managing Director and CEO, none of the other Directors or
In terms of Section 160 of the Companies Act, 2013, the Key Managerial Personnel (KMP) or relatives of other directors
Company has received a notice in writing from a member and KMP is concerned or interested in the Resolution at Item
proposing the candidacy of Mr. Mittal to be re-appointed as an No. 9 of the accompanying Notice.
Independent Director of the Company as per the provisions of There is no change in the remuneration compared with the
the Companies Act, 2013 along with a deposit of Rs.1,00,000 previous appointment and approval in 2014.
(Rupees one lakh) as required under the aforesaid section.
Your Directors recommend the resolution for your approval.
The names of companies and the committees in which the
director is a director/member, the letter of appointment and Item No. 10: Appointment of Mr. Krishna Bodanapu as
terms and conditions of the appointment are available for Managing Director & Chief Executive Officer
inspection at the registered office of the company during Mr. Krishna Bodanapu was appointed as Managing Director
normal business hours.
Annual Report | 2018-19

& Chief Executive Oﬃcer of the Company for a period of five

Disclosure under Regulation 36(3) of the Listing Regulations years with effect from 24 April 2014, post approval of the
and Secretarial Standard-2 issued by the Institute of Members.
Company Secretaries of India are set out in the Annexure to
The Board has, at its meeting held on 25 April 2019,
the Explanatory Statement.
based on the recommendation of the Nomination and
Except the director being appointed in terms of the said Remuneration Committee and subject to the approval of
resolutions, none of the Directors or Key Managerial the Members, approved the re-appointment of Mr. Krishna
55
Bodanapu as Managing Director & Chief Executive Officer In the months and years to come, plans are afoot to entrench
for a further period of five years, on terms and conditions the good governance practices across the group.
including remuneration as recommended by the Leadership, At the helm of affairs on the CSR front, Mr. Ashok Reddy has
Nomination and Remuneration Committee of the Board and led the Cyient Foundation to adopt/support 25 government
approved by the Board. schools and presently supports over 16,000 children. He
Mr. Krishna Bodanapu is not disqualified from being re- helped metamorphose the digital literacy mission to a hybrid
appointed as a Director in terms of Section 164 of the Act model with integrated digital class rooms, digital library and
and has given his consent to act as Managing Director & Chief adult digital literacy centres by developing Cyient Digital
Executive Officer of the Company. Mr. Krishna Bodanapu Centres (CDCs). Currently the mission is operating 67 CDCs
satisfies all the conditions as set out in Section 196(3) of the in and around Hyderabad. This has enabled access to digital
Act and Part-I of Schedule V to the Act, for being eligible for literacy to more than 30,000 children and citizens living
his appointment. around the centres. He was also instrumental in setting
up Cyient Urban Micro Skill Centre Foundation to impart
It is proposed to seek the members’ approval for the re-
skills to unemployed urban and rural communities for their
appointment of and remuneration payable to Mr. Krishna
employability. Mr. Reddy has been played the role of a catalyst
Bodanapu as Managing Director & Chief Executive Officer of
as regards community development (smart ward and Swacch
the Company, in terms of the applicable provisions of the Act
Bharat & Swacch Pathshala) and social innovation involving
and the relevant Rules made thereunder. This Explanatory
health care.
Statement may also be considered as the requisite abstract
under Section 190 of the Companies Act, 2013 setting out the On the infrastructure front, Mr. Ashok Reddy helped create
terms and conditions of appointment of Mr. Krishna Bodanapu best in class physical and IT infrastructure for the company
as the Executive Chairman of the Company. across Hyderabad, Bangalore, Noida, Warangal, Kakinada and
Visakhapatnam. This state of the art infrastructure facilitation
Except Mr. Krishna Bodanapu and Mr. B.V.R. Mohan Reddy
has been developed in a cost effective manner and conforms
and his relatives, none of the Directors or Key Managerial
to the highest quality standards. At each centre, utilization
Personnel (KMP) or relatives of other directors and KMP is
has been maximised and in SEZs it has helped optimise
concerned or interested in the Resolution at Item No. 10 of
tax benefits. As part of its growth strategy, the company
the accompanying Notice.
proposes to augment its infrastructure by construction of a
There is no change in the remuneration compared with the new manufacturing facility for UAVs in Hyderabad, a second
previous appointment and approval in 2014. electronics manufacturing line in Hyderabad to supplement
Your Directors recommend the resolution for your approval. Mysore facility, and spread its foot print in the SEZ locations.

Item No. 11: Re-appointment of Mr. B. Ashok Reddy as Recently, Mr. Ashok Reddy was bestowed the ‘ILA Pride of
President – Global Corporate Aﬀairs & Infrastructure India Award’ by the Indian Lawyers Association.

Mr. B. Ashok Reddy is President –Corporate Affairs & Except Mr. B.V.R. Mohan Reddy, Executive Chairman, none
Infrastructure of the company. He was appointed post of the other directors or key managerial personnel (KMP) or
approval by the members in 2015. He heads the global legal relatives of other directors and KMP is concerned or interested
and secretarial, corporate social responsibility (CSR) and in the resolution at Item No. 11 of the accompanying notice.
infrastructure functions in the company. He has fiduciary There is no change in the remuneration compared with the
responsibility vis-à-vis the various subsidiaries of the previous appointment and approval in 2015.
company and chairs the respective boards. He is also a
Your directors recommend the resolution for your approval.
director on the board of the company’s Bangalore based Joint
Venture, Infotech HAL Limited. Mr. Ashok Reddy has been with By Order of the Board
the company since June 1999 and until 2014, also headed the
global HR functions of the company. Mr. Reddy’s appointment
to this position in 2015 was approved on the same terms.
Place: Hyderabad Dr. Sudheendhra Putty
Under Mr. Ashok Reddy’s able stewardship, the company has Date: 25 April 2019 Company Secretary
designed and implemented robust, effective and laudable M.No. F5689
corporate governance practices, many of them voluntarily Registered Office
much before being mandated by the law. Under his leadership 4th Floor, A Wing, Plot No.11,
Annual Report | 2018-19

the company won the 14th ICSI National Award for Excellence in Software Units Layout, Infocity,
Corporate Governance. The company also obtained a CGR 2+ Madhapur, Hyderabad 500 081
rating for its corporate governance practices from ICRA during Telangana
November 2017 and the same was reaﬃrmed in 2018-19. Mr. CIN: L72200TG1991PLC013134
Ashok Reddy also heads the Global Governance Committee Email: company.secretary@cyient.com
of the company that has oversight on the compliance and Website: www.cyient.com
governance aspects of the global operations of the company.
56
ANNEXURE TO THE EXPLANATORY STATEMENT PURSUANT TO REGULATION 36 OF THE LISTING REGULATIONS AND
SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, INFORMATION ABOUT THE
DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:

Name of the M.M. Matangi Krishna

Som Mittal Vikas Sehgal Vivek N. Gour B.V.R. Mohan Reddy
Director Murugappan Gowrishankar Bodanapu
Directors 00170478 00074842 05218876 01518137 00254383 00058215 05301037
Identification
Number (DIN)
Nationality Indian Indian Indian Indian Indian Indian Indian
Date of birth 12 November 7 February 1952 23 May 1974 27 February 10 November 12 October 1950 28 August
1955 1958 1962 1976

Qualification B.E., MS B.Tech., MBA MS., MBA B.A., MBA B.Com, MBA M.Tech. B.E., MBA
Experience and Strategy, Engineering, Manufacturing, Human e-commerce, IT Cutting edge Engineering,
expertise business automotive and automotive, resources enabled services engineering, research business
development, manufacturing mergers and and aviation and development, management
technology industries and acquisitions and innovation and and strategy
and finance information strategic aﬀairs strategy
technology/
software
services
Date of first 11/08/1997 24/04/2014 17/10/2018 25/04/2019 25/04/2019 28/08/1991 24/04/2014
Appointment
on the Board of
the Company
Shareholding in 30,000 NIL NIL NIL NIL 33,58,254 18,50,760
the Company
List of
Directorship
Please refer Report on Corporate Governance
held in other
companies
Membership /
Chairmanship
in Committees
Please refer Report on Corporate Governance
of other
companies as
on date
Relationships Relative of Mr. Krishna Relative of
between Bodanapu Mr. B.V.R.
There is no inter-se relationship among the directors
Directors Mohan Reddy
inter-se

Annual Report | 2018-19

57
BRIEF PROFILES OF AUDITORS/DIRECTORS BEING
APPOINTED/RE-APPOINTED
Item No. 4 is a limited liability partnership firm (“LLP”) incorporated in
India. It has registered office at 22, Camac Street, Kolkata and
Appointment of Auditors
has 10 branch offices in various cities in India. The Audit Firm
Pursuant to Section 139 of the Companies Act, 2013 (“Act”) has valid Peer Review certificate and is part of S.R. Batliboi
and the Rules made thereunder, it is mandatory for the & Affiliates network of audit firms. It is primarily engaged in
Company to rotate its statutory auditors on completion providing audit and assurance services to its clients.
of the maximum term as prescribed thereunder. M/s
PROFILE OF THE DIRECTORS
Deloitte Haskins & Sells, Chartered Accountants (Firm
Registration No. 008072S) , have been the statutory auditors Item No. 3
of the Company since the financial year 2009-10 and have Mr. Murugappan - Non-Executive, Non-Independent
completed their term of 10 years from the date of first Director
appointment. Accordingly, it is proposed to appoint M/s.
S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Mr. Murugappan is the Executive Chairman of Murugappa
Registration No. 101049W/E300004) as the statutory auditor Corporate Advisory Board. He has over 40 years of experience
of the Company, to hold office for a period of five consecutive in diverse areas including strategy & business development,
years from the conclusion of the 28th Annual General Meeting technology, R&D and human resources. Holds a Bachelor’s
of the Company till the conclusion of the 33rd Annual General degree in Chemical Engineering from the AC College of
Meeting to be held in the year 2024. Technology, University of Madras, India and a Master of
Science Degree in Chemical Engineering from the University
The annual remuneration / fee for the financial year ending of Michigan, Ann Arbor, Michigan, USA. Is the chairman of
March 31 ,2020 is proposed at ` 8,000,000/- (Rupees Eighty TI Financial Holdings Limited, Cholamandalam MS General
lakhs only), plus out of pocket expenses and taxes at the Insurance Company Ltd, Coromandel International Ltd (CIL),
applicable rates, for the purpose of the statutory audit of the Tube Investments of India (TII) and Carborundum Universal
Company, which is not a material change from what was paid (CUMI). He is an independent director on the boards of
to M/s Deloitte Haskins & Sells for the same scope of work. The companies outside the Murugappa Group such as Mahindra &
Board, including relevant committee(s) thereof, shall be given Mahindra Ltd. (Mumbai).
the power to agree, alter and vary the terms and conditions
of such appointment, remuneration etc. including by reason Served on the Board of Governors of IIT Madras, for six years
of necessity on account of conditions as may be stipulated by till November 2011 and has enabled many industry – academic
the Companies Act, 2013, in such manner and to such extent partnerships. Now serves on the board of the IIT-Madras
as may be mutually agreed with the auditors. In addition to Research Park and is a mentor to many companies incubated
the above and in accordance with the provisions of the Act, there. He is a Trustee of the Group’s AMM Foundation, actively
the Board / committees thereof, may approve other services, involved in the development of various citizenship initiatives,
as deemed appropriate, and remuneration for such services particularly in education, health care, performing arts and
as required by law or otherwise, subject to the provisions of sport.
section 144 of the Act. Item No. 5
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants Mr. Vikas Sehgal - Independent Director
have confirmed their eligibility to be appointed as Statutory Mr. Vikas Sehgal is the Executive Vice Chairman of Rothschild
Auditors in terms of Section 141 of the Companies Act, 2013 & Co, responsible for the South & South East Asian businesses
and applicable rules. The management and the board had and also its global automotive business.
carried out a detailed evaluation process of various audit firms
based on which the board has recommended the appointment He is former Chairman of the World Economic Forum’s (WEF)
of M/s S.R. Batliboi & Associates LLP, Chartered Accountants Global Agenda Council for Automotive and Transportation,
as the statutory auditors of the Company. and a member of its Global Future Council for mobility. Vikas
has been associated with WEF since 2012, working on a
None of the Directors, Key Managerial Personnel and their range of issues pertaining to manufacturing, automotive, and
relatives are concerned or interested in the passing of this mobility. In addition, he is a Member of the Board of Houghton
Annual Report | 2018-19

resolution. International, a US-based industrial chemicals company and

Brief Profile of the auditors has been a strategic advisor to Peugeot Citroen (PSA).
M/s. S.R. Batliboi & Associates LLP (FRN 101049W/E300004), Since January 2016, Mr. Sehgal has been an advisor to the
(“the Audit Firm”), is a firm of Chartered Accountants Government of India, working closely with the oﬃce of the
registered with the Institute of Chartered Accountants of Prime Minister. He is part of the Ministry of Heavy Industries
India. The Audit Firm was established in the year 1965 and (on automotive and industrial policy) and the Department

58
of Industrial Policy and Promotion (for FDI in India). He is She holds a BA in Sociology with a post-graduation in
also acting adviser to the Government’s Working Group on Personnel Management & Industrial Relations from XLRI.
Aluminum Industry, which aims to develop a sustainable Item No. 7
aluminum sector in the country.
Mr. Vivek N. Gour - Independent Director
Prior to joining Rothschild & Co in 2011, Vikas managed the
Mr. Vivek N. Gour is an independent director with over 15
automotive and engineering business of Booz Allen Hamilton
years of experience as a Board member of large operating
and was instrumental in setting up the company’s office in
companies in India, USA and the Middle East in diverse
India. Prior to this, he worked in engineering roles at the Ford
industries such as e-commerce, ITES, and aviation.
Motor Company and Daewoo Motors.
Since 2010, he has served on the board of MakeMyTrip.com,
Mr. Sehgal did his B.E., mechanical, from the Delhi College
as the Chairman of the audit committee and also serves on
of Engineering (DCE) and went on to earn an MS degree in
the board on IndiaMART, Affle Global, and ASK Investment
industrial engineering from the University of Florida and MS
Managers as the Chairman of the audit committee. In his
in mechanical engineering and technology policy planning
previous assignments, Vivek has held leadership roles as
from MIT, Massachusetts. He is also an MBA in Finance and
Managing Director of Air Works India, Global CFO of Genpact
International business from the University of Chicago.
Ltd, Chairman of Empire Aviation, Dubai, CFO of GE Capital
The youngest ever recipient of the Yuva Ratan Award, Vikas India, and various leadership roles at GE Capital.
was recognized for exemplary contribution to society through
Currently, he volunteers his time as a social impact investor
academics and community service. He is the first Indian to
in large impact projects creating skilling and employment
be awarded the International Outstanding Student Officer
for rural youth and providing pediatric medical care for the
Award from the Society of Automotive Engineers and is also
underprivileged.
the recipient of the Most Outstanding Student Award, DCE,
and the National Science Foundation Scholarship and Ford Mr. Gour has 34 years of work experience. He is a graduate of
Fellowship, MIT. Harvard Business School’s OPM programme. He has an MBA
from FMS, University of Delhi, and a B.Com from the University
Mr. Sehgal is a published author with “Higher Education in
of Mumbai.
Third World Countries: Revamping Technical Education Policy”
by Uppal Publishing, and more than 20 papers and articles in Item No. 8
leading global journals to his credit. He is frequently quoted in Mr. Som Mittal - Independent Director
print and electronic media.
Mr. Som Mittal, is the former Chairman and President of
Mr. Sehgal has lived, studied, and worked in USA, Germany, NASSCOM, the premier trade body for the IT-BPM Industry
UK, France, Italy, China, Japan, and India. in India. He steered the industry through one of its most
Item No. 6 challenging phases. Under his leadership, the industry crossed
the USD 100 billion milestone.
Ms. Matangi Gowrishankar - Independent Director
Having completed his graduation and post-graduation from IIT
Ms. Matangi Gowrishankar carries more than three decades
Kanpur and IIM, Ahmedabad, Mr. Mittal held senior corporate
of senior leadership experience spanning multiple industries.
leadership roles for over three decades in the IT industry at
Her professional acumen and knowledge of workforce
companies such as Wipro, Digital, Compaq and HP. He also
management have helped her effectively spearhead senior
has extensive experience in the engineering, manufacturing
roles in human resources for a range of companies including
and automotive industries, having held executive roles with
Reebok India, General Electric, and Zensar Technologies.
Larsen & Toubro, Escorts, and Denso. He has held global CXO
Her expertise lies in the areas of Leadership and Organization positions and managed businesses across geographies.
development with a deep commitment to help organizations
Mr. Mittal has worked and influenced governments of various
and teams achieve their strategic intent through people and
countries in developing policies to promote trade. He served
strong people processes.
as member of the Prime Minister’s Committee on National
Ms. Gowrishankar was a Board Member of the NHRDN e-Governance and was the Chairman of the Council which
(National HRD Network in India) with several publications to developed the IT vision for Indian Railways. He is also on the
her credit. She was part of the Strategic Human Resources Governing Council of several academic institutions and social
Programme from Harvard Business School and is a Certified organizations, and is a Board Member of Axis Bank, Cyient Ltd,
Annual Report | 2018-19

Coach—Neuro-leadership Group, Certified Assessment EXL Services Inc., Sheela Foams and TATA Singapore Airlines
Centre (Design & Conduct) from SHL and Certified Facilitator Ltd. and chairs several Board committees.
& SATE Practitioner from IBM Skillbase.
He is Chairman of leading NGOs like Charities Aid Foundation,
Ms. Gowrishankar is passionate about building high- India; NCPEDP; Museum of Art and Photography.
performance teams and is a recognized mentor. Her extensive
He is also on the Governing Council in Lady Shri Ram College
business and HR experience make her a true asset to the
& GMR Foundation.
organization.
59
He is an Advisor to a number of organizations including Engineers (CIE Division) in 2011. He is a distinguished alumnus
Mckinsey and BCG and is a Beachhead Advisor to NZ Trade of IIT-Kanpur.
and Enterprise. Mr. Reddy holds postgraduate degrees – from Indian Institute
Mr. Som Mittal was honoured in 2019 with a Lifetime of Technology (IIT), Kanpur, and from University of Michigan,
Achievement Award by Indian Merchants Chamber for Ann Arbor, USA. He is the recipient of honorary doctorates
his contribution to the IT industry. He also honoured with from JNTU-Hyderabad, Andhra University, KL University, and
a Lifetime Achievement Award in 2013 for outstanding JNTU-Kakinada.
dedication to the growth of the global ICT Industry by the Item No. 10
World Information Technology and Services Alliance. He was
recognized as a Distinguished Alumni from IIT Kanpur. Mr. Krishna Bodanapu - Managing Director & CEO

Item No. 9 As Managing Director and Chief Executive Oﬃcer, Krishna

provides the strategic direction for growth and is responsible
Mr. B.V.R. Mohan Reddy - Executive Chairman for all operations at Cyient.
Mr. B.V.R. Mohan Reddy is an Indian entrepreneur who has Mr. Krishna initially joined Cyient as a Sales Manager for
firmly placed India on the global map for leading-edge engineering services in Europe. He later moved to India,
Engineering, and Research and Development (ER&D) Services where he held dual roles of Marketing Manager and Key
by establishing Cyient (formerly Infotech Enterprises) in 1991. Account Manager for the company’s aerospace vertical. As
His efforts have led Cyient to contribute more than $3 billion Marketing Manager, he worked with several key aerospace
in cumulative exports from India to Fortune 100 companies customers and was an integral part of many successful client
and have created direct employment for about 15,000 engagements. As Key Account Manager, he was responsible
engineering professionals in 47 locations across 21 countries. for relationship building and account management for several
Reddy has taken up several leadership positions to promote primary clients in engineering services.
higher education in India. He is currently the Co-Chair of CII’s Advancing into the role of Chief Operating Officer, Krishna
Education Council, and also Chairman of NASSCOM’s Sector contributed significantly to Cyient’s consistent growth in
Skill Council. Mr. Reddy is currently the Chairman of the Board terms of revenue, margin, and customer and associate
of Governors of IIT-Hyderabad, a member on the Board of satisfaction.
National Skill Development Corporation (NSDC), and member
of Court of Governors of Administrative Staff College of India Before Cyient, Krishna worked with Altera Corporation, a
(ASCI). leading semiconductor manufacturer based in San Jose,
California and was responsible for the company’s flagship
Reddy has served as the Chairman of NASSCOM (National product line, APEX.
Association of Software & Service Companies) in India during
2015-16. He has served as the Chairman of Confederation of Mr. Krishna is also the Vice Chairman for the Confederation of
Indian Industry (CII), Southern Region (2008-2009). Mr. Reddy Indian Industry (CII), Telangana, for 2019-20. In this capacity,
is also the Founding Director of T-Hub, the largest start-up he works closely with the state government and industry
incubation center in India. Mr. Reddy acts as the Honorary members to promote industry competitiveness, investments,
Consul of the Federal Republic of Germany for the states of and international relations as well as constructive steps for
Telangana and Andhra Pradesh and also serves on the Board the betterment of the society.
of Coromandel International Limited. Mr. Krishna holds a bachelor’s degree in Electrical Engineering
Mr. Reddy received India’s fourth highest civilian award-the from Purdue University and a Master’s Degree in Business
Padma Shri-in 2017 for his contribution to trade and industry Administration from the Kellogg School of Management, at
in the country. He is the recipient of the Distinguished Northwestern University.
Leadership Award of the American Society of Mechanical
Annual Report | 2018-19

60
CYIENT moved to an upgraded office in PEoRIA
HEIGHTS, IL, USA, to support our continued
growth and strengthen our local presence
as an innovative solutions company.

Annual Report | 2018-19

61
Director’s Report
Dear Shareholders,
Your directors have pleasure in presenting the 28th Directors’ Report on the business and operations of your company, for the
financial year ended 31 March 2019.
1. FINANCIAL HIGHLIGHTS (Amount in ` Million)
Consolidated Standalone
Particulars
2018-19 2017-18 2018-19 2017-18
Total Income 47,515 40,694 17,770 16,320
EBIDTA 7,668 6,873 5,932 5,671
Finance Cost 326 204 11 6
Depreciation and amortization expense 1,114 1,052 509 508
Exceptional Items 35 50 - (103)
Profit Before Tax 6,193 5,567 5,412 5,260
Current Tax 1,512 1,493 1,179 1,285
Deferred Tax (85) (113) (174) (43)
Share of profit / (loss) in associate company - (160) - -
Share of profit in Joint Venture 5 4 - -
Non-controlling Interest (14) (23) - -
Profit After Tax 4,785 4,054 4,407 4,018
Basic Earnings per share (Rs.) 42.43 36.00 39.07 35.69
Diluted Earnings per share (Rs.) 42.36 35.85 39.01 35.54
Interim Dividend paid (Rs./ share) 6 9 6 9
Final dividend recommended (Rs./ share) 9 4 9 4
Paid up Equity Share Capital 552 563 552 563
Reserves 25,089 22,876 21,813 20,051

2. STATE OF AFFAIRS / COMPANY’S PERFORMANCE There is no change in the nature of business during the
year.
Your Company provides engineering, manufacturing,
geospatial, network and operations management 3. DIVIDEND
services to global industry leaders. It delivers innovative Your directors have recommended a final dividend of `
solutions that add value to businesses throught the 9.00 per share (180%) on par value of ` 5.00 per share.
deployment of robust processes and state-of-the-art During the year, the Company declared Interim Dividend
technology. The Company’s high quality products and of ` 6.00 per equity share [120%] on 17 October 2018.
services help clients leverage market opportunities and Total dividend (excluding dividend distribution tax) as a
gain the competitive advantage. percentage of profit after tax of the standalone financial
On a consolidated basis, the revenue from operations for statements were 37.8% as compared to 36.4% in the
FY 2019 at ` 46,175 million was higher by ` 7,000 million previous year. In terms of regulation 43A of SEBI (Listing
over the last year. The profit for the year attributable to Obligations & Disclosure requirements) Regulations,
shareholders and non-controlling interests was ` 4,771 2015, the Company has formulated and uploaded
million, recording an increase of ` 740 million over FY dividend policy on the corporate website (www.cyient.
2018. The profit after tax attributable to shareholders com/investors/corporate-governance).
of the company was ` 4,785 million, 17.90% higher than
Annual Report | 2018-19

4. TRANSFER TO RESERVES
that of the previous year ` 4,054 million.
Your Company has not transferred any amount to
On a standalone basis, the revenue from operations for reserves during the year under review and proposes
FY 2019 at ` 16,149 million, was higher by 12.2% over to retain the entire amount of ` 4,407 million in its
the last year ` 14,397 million in FY 2018. The profit for Statement of Profit and Loss/retained earnings.
the year was ` 4,407 million, registering a growth of 9.7%
over the PAT of ` 4,018 million in FY 2018. During the year, the Company has created capital
redemption reserve of ` 13 Million out of the General
62
reserve, on account of Buyback of equity shares, in Company has deployed ` 1,99,99,94,028.90 (Rupees One
accordance with section 69 of the companies act, 2013. Hundred Ninety Nine Crores Ninety Nine Lacs Ninety
5. LIQUIDITY Four Thousand Twenty Eight and Ninety paise only) which
represents 99. 9997% of the Maximum Buyback Size.
Your Company continues to be debt-free and maintains
suﬃcient cash reserves to meet its operations and 9. SUBSIDIARIES
strategic objectives. As at 31 March 2019, your company Cyient, Inc. (CI)
had liquid assets of ` 7,405 million as against ` 8,396
Headquartered in East Hartford, Connecticut, Cyient
million at the previous year end. These funds have been
Inc. provides engineering, manufacturing, geospatial,
invested in short term fixed deposits and mutual funds
network, and operations management services to
with scheduled banks, financial institutions and debt
customers in North America. Cyient Inc. closed the year
based mutual funds.
with 24 oﬃces across the US and Canada, and 1,816,
6. PUBLIC DEPOSITS associates sourced primarily from within the geography.
Your Company has not accepted any deposits falling CI has over 175 active clients across our seven business
within the meaning of Section 73 of the Companies Act, units, ranging from Fortune 500 companies to small
2013 read with the Companies (Acceptance of Deposits) organizations and local, state, and federal government
Rules, 2014 during the financial year. agencies. CI operates in 40 states and four Canadian
provinces, and generates $294M in annual revenues.
7. SHARE CAPITAL
CI leverages both the local and global delivery capability
Your Company has allotted 4,48,689 equity shares of
of Cyient while executing projects across North America.
` 5.00 each to the associates of the company and its
CI is also principal unit for executing the acquisition
subsidiaries upon exercise of an equal number of stock
strategy in North America. During the year, CI acquired
options vested in them pursuant to the extant Restricted
B&F Design Services, a Connecticut based company,
Stock Units and Stock Option Schemes of the company.
engaged in the design and manufacturing of tools, which
Further, 19,30,102 shares which were bought back
will focus on machining development hardware for the
by the company from the open market through the
aerospace and defense industry .
stock exchange mechanism were duly extinguished in
accordance and consonance with the Companies Act, Cyient Europe Limited (CEL)
2013 and the Securities and Exchange Board of India (Buy Incorporated in London as Dataview Solutions Limited in
Back of Securities) Regulations, 2018 . Pursuant to the 1992, it became a part of the Infotech Group in 1999.
allotments and extinguishment of shares as above, as on
31 March 2019, the paid up capital of the Company was ` Its services are designed to cater to leading Tier-1 and
55,55,72,945/- consisting of 11,11,14,589 equity shares Tier-2 Telcos, gas, electric and water utility companies,
of ` 5.00 each. public sector agencies, and commercial businesses. In
addition it provides world-class engineering services as
During the month of April 2019, the company has well as big data and analytics capabilities to rail, aerospace
extinguished 11,93,861 equity shares, which were bought and manufacturing companies. The company enjoys
back. The share capital of the company as on date of the long-term relationships with several of its partners and
report is ` 54,96,03,640/- consisting of 10,99,20,728 customers and has built a strong foundation of trust and
equity shares of ` 5.00 each. reliability.
8. BUYBACK OF SHARES Cyient Europe Ltd has 4 wholly owned subsidiaries. The
The Board of Directors of the Company had, at its meeting oldest, Cyient Benelux BV, based in Breda, Netherlands,
held on 1 February 2019, approved the Buyback of its fully provides support to its customers and business in the
paid-up Equity Shares of the face value of ` 5/- each, from Benelux region while Cyient Schweiz GmbH, based in
its members/beneficial owners, other than those who Bern, provides support and local presence for our long
are promoters or the persons in control of the Company standing engagement with Swisscom. Cyient SRO, based
and the promoter group, from the open market through on Prague in the Czech was established in September
the stock exchange mechanism, in accordance with the 2015. Its primary focus is to provide engineering services
Companies Act, 2013 and the Securities and Exchange to our rail and aerospace customers across Europe
Board of India (Buy Back of Securities) Regulations, 2018. and has now grown to a team of over 120 associates.
Annual Report | 2018-19

The maximum size of the buyback was ` 200 crores, and The most recent subsidiary is Ansem NV, a Belgium
at a maximum price not exceeding ` 700/- per Equity company that CEL acquired in April 2018. Ansem is a
Share, payable in cash. The Company commenced the specialist solutions company, focused on the design and
buy-back of Equity Shares from 12 February 2019 and prototyping of analogue semi-conductor chips for a wide
closed on 11 April 2019. The Company has bought back range of industrial clients.
and extinguished a total of 31,23,963 Equity Shares at an
The November 2016 acquisition of Blom Aerofilms Ltd, the
average price of ` 640.2105 per Equity Share. Accordingly,
UK subsidiary of NRC Group from Norway is progressing
63
well. The business bought a team with complementary telecommunications, utilities and rail transportation.
skills of around 40 associates, mostly based out of their CSPL has close to 100 engineers supporting its
offices in Cheddar, Somerset, who have now been fully customers from the engineering centre in Singapore.
integrated into Cyient’s European operations. CSPL has a strong customer base in the region and this
The company is an ISO 9001 and ISO 27001 certified entity becomes very important for the future growth in
organization. Leveraging the global execution capability the region.
of its parent organization, it maintains client relationships Cyient Engineering (Beijing) Limited (CEBL)
and ensures efficient project management across Europe.
Cyient established its presence by setting up a subsidiary
Cyient GmbH (CG) in Beijing in 2017. CEBL sees China as having long term
Cyient GmbH offers world-class engineering services market not only to support its global customers in
as well as big data and analytics capabilities to rail, China but also to capture huge potential that the China
aerospace and manufacturing companies in Germany market brings to its future growth. Particular focus is on
and neighbouring countries such as Austria, France semiconductor, manufacturing and energy markets.
and Sweden. It was established as Advanced Graphics Cyient Israel India Limited (CIIL)
Software (AGS) in Leonberg, Germany, in 1992 – a 3D
CAD/CAM, e-solution software and application provider. During FY17, Cyient established its local presence in
Israel to engage more closely with Israeli Defense OEMs
After becoming a part of the Cyient Group in 2000, it who are significant clients for the company’s Design Led
extended its foray into other service areas like GIS and Manufacturing (DLM) business. Cyient has invested in
IT solutions. Owing to the large pool of engineering, GIS local business development and consulting resources
and IT resources, CG provides high-quality services and to strengthen its focus on this important market that
solutions to a wide range of clients with offshore cost has significant, long-term potential particularly around
advantage and onsite project management. Growth in Indian Defence offsets opportunities. Cyient additionally
the recent past has included Telecom Plan and Design engaged in an Israeli start-up accelerator programme
services into the German market as well as semi- that gives the company access to partnerships around
conductor design and verification services. We recently innovative technology for military, defense and homeland
moved our offices from Leonberg to Stuttgart to reflect security applications.
this growth and expansion.
Cyient DLM Private Limited (CDLMPL)
Cyient Australia Pty Limited (CAPL)
CDLMPL is recognised as a market leader in High-
Established in 2014, Cyient Australia provides engineering
Mix, HighTech Electronic & Mechanical manufacturing
design and network operations services to diverse
Services in Aerospace & Defense, Rail Transportation,
industries to its Asia Pacific customers. CAPL supports
Medical Technology, Telecom & Industrial business
its customers especially Telecommunication, Utilities and
segments. CDLMPL possesses and maintains quality
Rail transportation from global delivery centres in Sydney
certifications that enable it to design and manufacture
and Melbourne with operations Australia wide and across
products to clients in these industry verticals.
the APAC region. CAPL has over 600 associates operating
from our global delivery centres and customers across CDLMPL is responsible for seamless transition from
Australia. Melbourne is the APAC headquarter. the design phase to the manufacturing phase by
arriving at Integrated Product Development Plan (IPDP)
Cyient KK (CKK)
with all BU’s. In many cases, we support our customer
Established in 2008 in Central Tokyo, CKK is a leading in techno commercial points by a set of seasoned
engineering service provider in Japan. CKK provides experts to deliver value engineered products derived
end-to-end engineering services and solutions to from a combination of efficient designs, sourcing and
manufacturing industries. CKK leverages the global production processes.
delivery capability of the parent organisation, while
During the year, Company has acquired 100% stake in
maintaining client relationships and managing projects
CDLMPL.
locally.
During the year CAPL has acquired 86% stake in CKK. It Cyient Insights Private Limited (CIPL)
Annual Report | 2018-19

brought down the shareholding of the Company in CKK to In October 2014, Cyient acquired a majority stake in Invati
14%. Insights Private Limited, Hyderabad, India. The Company
was subsequently renamed Cyient Insights Private
Cyient Singapore Pte Limited (CSPL)
Limited
Established in 2015, Cyient Singapore is the South
Cyient Insights enables its customers to derive end to
East Asia headquartered CSPL provides services and
end business excellence and derive quantifiable business
solutions to diverse industries such as aerospace, results through gamut of machine learning and deep
64
learning capabilities and associated actionable insights. IHL is well positioned to undertake work from various
Cyient Insights stands apart from its peers with its OEMs under offset program. IHL services leverage
capability to acquire, manage and analyse vast amount offshore execution of projects with onsite program
of data generated by sensors embedded in machines and management of manufacturing at our approved vendors”.
devices, and the unmatched commitment to add value to 10. QUALITY
customers with the proven global delivery model. Cyient
Insights brings in domain specialists through Cyient’s Your company is committed to creating and delivering
decades of work with verticals such as Aerospace & engineering services and solutions that exceed
Defence, Heavy Engineering, Transportation, Medical, customer expectations and enhance the level of business
Telecommunications, Utilities, and Energy & Natural profitability. Your company’s quality implementation
Resources and marries it to its data science capability to efforts are all pervasive, beginning with a stated goal.
execute projects. True to the image as a global player, the company has
developed a reputation for providing its clients with world
During the year, Company has acquired 100% stake in class quality; the clients trust the strength of quality
CIPL. processes that have always assured them of timely
Cyient Solutions and Systems Private Limited (CSSPL) defect-free deliverables.
In April 2017, Cyient Solutions and Systems Private The quality management system (QMS) is a testimony
Limited (CSS) was established to focus exclusively on derived and optimized with experiences and best
business in the Indian Defence Sector. CSS underlines practices that are aligned with the internationally
Cyient’s commitment to the Make in India initiative renowned quality standards and models like ISO
that reflects the nation’s aspirations for increased self- 9001:2015, ISO 27001:2013, AS 9100 D, ISO 13485:2016,
reliance in Defence. Cyient has been actively investing ISO 22163: 2017- (IRIS), TL- 9000 R 6.0/R5.5 V, ISO
in technology IP, design, development, manufacturing 14001:2015, BS-OHSAS 18001-2007, ISO 20000 and
and system integration capabilities to address critical CMMI-DEV Version 1.3 Level 5 (pursuing CMMI DEV
technology requirements of the Defence sector. CSS Version 2.0) . Quality policy and objectives are mentioned
signed a collaboration agreement with BlueBird Aero elsewhere in the annual report.
Systems Israel to design, manufacture, and maintain UAV 11. BUSINESS RESPONSIBILITY REPORT
Systems for Indian defence, paramilitary and homeland
security agencies. BlueBird’s world-class technology In pursuance of Regulation 34 of the SEBI (LODR)
combined with Cyient’s manufacturing, aftermarket Regulations, 2015, the company is publishing the
capabilities and local presence offers exceptional value to Business Responsibility Statement. The same is enclosed
the rapidly expanding market for UAV solutions in India. as Annexure ‘A’.

Cyient Urban Micro Skill Centre Foundation (CUMSCF) 12. CORPORATE SOCIAL RESPONSIBILITY

In October 2018, company incorporated CUMSCF as a Your company believes in giving back to society in some
non-profit organisation under section 8 of the Companies measure that is proportionate to its success in business.
Act, 2013. This will enable more focus on urban micro Corporate Social Responsibility (CSR) aims at balancing
skills. The operations of the company will commence in the needs of all stakeholders. The company’s CSR initiative
FY 2019-20. goes beyond charity and believes that as a responsible
company it should take into account its impact on society
Infotech HAL Limited (IHL) as much as creating business impact. The CSR initiatives
Infotech HAL Ltd (IHL), a joint venture (50:50) between are conducted through Cyient Foundation. During the
CYIENT Ltd (formerly known as Infotech Enterprises year, the company also set up a wholly owned subsidiary
Limited) and Hindustan Aeronautics Limited (HAL). The licensed under section 8 of the Companies Act, 2013,
Engineering services wing of IHL provides Conceptual Cyient Urban Micro Skill Centre Foundation (CUMSCF)
design, Development of Digital mockups, Tool design, to cater exclusively to the skill development initiatives.
detail design and analysis, prototyping, Software Design An elaborate report on CSR is published elsewhere in
and Database Management . IHL delivers engineering as this annual report. The CSR Annual Report is enclosed as
well as aftermarket engineering and support services, Annexure ‘B’.
i.e., Technical publications, service bulletins, Electronic
13. BOARD OF DIRECTORS & KEY MANAGERIAL
Manuals, Computer Based Training, etc. in the Aerospace
Annual Report | 2018-19

PERSONNEL
and Defense area.
None of the directors of the company is disqualified
IHL will partner with customer to provide manufacturing
under the provisions of the Companies Act, 2013 (‘Act’)
program management from receipt of drawing to delivery
or under the SEBI (Listing Obligations and Disclosure
of hardware, including production and recertification with
minimum involvement of customer resources and acts as Requirements) Regulations, 2015. All Independent
customer representative to the vendors in India Directors have provided confirmations as contemplated
under section 149(7) of the Act.
65
Appointments/Re-appointments 15. NUMBER OF BOARD MEETINGS DURING THE YEAR
In accordance with the provisions of the Companies During the year, six meetings of the board were held,
Act, 2013 and Articles of Association of the Company, the details of which form part of the report on corporate
Mr. M. M. Murugappan, non- independent and non- governance.
executive Director retires by rotation and being eligible,
16. BOARD EVALUATION AND ASSESSMENT
offers himself for re-appointment. During the year,
Mr. M. M. Murugappan was re-designated as a Non- The company believes that formal evaluation of the
Executive, Non-Independent Director, w.e.f. 7 October 2018. board and of the individual directors, on an annual basis,
is a potentially effective way to respond to the demand
On the recommendations of the Leadership, Nomination
for greater board accountability and effectiveness. For
and Remuneration Committee, the Board appointed
the company, evaluations provide an ongoing means
Mr. Vikas Sehgal, Ms. Matangi Gowrishankar and Mr. Vivek
for directors to assess their individual and collective
Gour, as Independent Directors of the Company with
performance and effectiveness. In addition to greater
effect from 17 October 2018, 25 April 2019 and 25 April
board accountability, evaluation of board members helps
2019 respectively. Mr. Som Mittal is being proposed for re-
in:
appointment as Independent Director for a second term.
• More effective board processes
Mr. B.V.R.Mohan Reddy has been re-appointed as
Executive Chairman of the Company w.e.f 25 April 2019 • Better collaboration and communication
till 31 March 2020 and Mr. Krishna Bodanapu has been • Greater clarity with regard to members' roles and
re-appointed as a Managing Director & CEO of the responsibilities and
Company w.e.f 25 April 2019 for a period of five (5) years
• Improved Chairman - Managing Director - Board
on the terms and conditions as recommended by the
relations
Leadership, Nomination and Remuneration Committee
and approved by the Board of Directors of the Company By focusing on the board as a team and on its overall
in their meeting held on 25 April 2019, subject to the performance, the company ensures that communication
approval of shareholders. and overall level of participation and engagement also
Pursuant to the provisions of regulation 36 of the SEBI improves.
(Listing Obligations and Disclosure Requirements) In order to facilitate the same, the board undertook
Regulations, 2015 and Secretarial Standard 2 on General a formal board assessment and evaluation process
Meetings issued by ICSI, brief particulars of the directors during 2018-19. The board evaluation was performed
proposed to be appointed/ re-appointed are provided as after seeking inputs from all the directors and included
an annexure to the notice convening the AGM. criteria such as the board composition and structure,
Mr. K. Ramachandran, Mr. John Paterson and effectiveness of board processes, information and
Ms. Andrea Bierce will complete their respective terms functioning as provided by the Guidance Note on Board
as independent directors on the board of the company Evaluation issued by the Securities and Exchange Board
at the conclusion of the 28th AGM. The board thanks the of India on 5 January 2017 and the amendments brought
directors for their contribution during their tenure. in SEBI (LODR) Regulations in 2018. The Leadership,
Nomination & Remuneration Committee has overall
Key Managerial Personnel
stewardship for the process. The evaluation process
Mr. B.V.R. Mohan Reddy, Executive Chairman; Mr. Krishna covers the following aspects:
Bodanapu, Managing Director & CEO; Mr. Ajay Aggarwal,
• Peer and self-evaluation of performance of directors
CFO and Dr. Sudheendhra Putty, Company Secretary
are Key Managerial Personnel of the Company in • Evaluation of the performance and effectiveness of
accordance with the provisions of Section(s) 2(51), and the board
203 of the Companies Act, 2013 read with the Companies • Evaluation of the performance and effectiveness of
(Appointment and Remuneration of Managerial Personnel) Board Committees
Rules, 2014. There has been no change in the Key
• Evaluation of the performance of the Executive
Managerial Personnel during the financial year.
Chairman and the Managing Director & CEO
Annual Report | 2018-19

• Feedback on management support to the Board

14. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION AND OTHER DETAILS The evaluation process elicits responses from
the directors in a judicious manner - ranging from
The Company’s policy on directors’ appointment and
composition and induction of the board to effectiveness
remuneration and other matters provided in section 178(3)
and governance. It also sought feedback on board and
of the Act have been disclosed in the corporate governance
committee charters, strategy, risk management and
report, which forms part of the directors’ report.
66
quality of discussion and deliberations at the board. 21. MANAGEMENT DISCUSSION & ANALYSIS
The evaluation process also ensures the fulfilment of Pursuant to the provisions of Regulation 34 read
independence criteria as specified in the applicable with Schedule V of the SEBI (Listing Obligations and
regulations and that the latter are independent of the Disclosure Requirements) Regulations, 2015, a report
management. The independent directors concerned do on Management Discussion & Analysis is enclosed as
not participate in the evaluation process. Annexure ‘F’.
17. AUDITORS 22. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 139 (2) of the Companies Act, 2013 Pursuant to Section 134 of the Companies Act, 2013, the
read with Rule 6 of the Companies (Audit and Auditors) board of directors, to the best of their knowledge and
Rules, 2014 made thereunder, it is mandatory for the ability, confirm that:
Company to rotate its current statutory auditors,
i. in the preparation of the annual accounts, the
M/s. Deloitte Haskins & Sells, Chartered Accountants
applicable accounting standards have been followed
(ICAI Firm Registration No. 008072S), on the completion
and there are no material departures;
of the maximum period of two terms of five years each.
ii. they have selected such accounting policies and
Accordingly, based on the recommendations of the Audit
applied them consistently and made judgments and
Committee, the Board of Directors of the Company, at its
estimates that are reasonable and prudent so as to
meeting held on 17 January 2019, have recommended
give a true and fair view of the state of affairs of the
the appointment of M/s. S R Batliboi & Associates LLP
Company at the end of the financial year and of the
(ICAI Firm Registration No. 101049W/E300004) as the
profit of the company for that period;
statutory auditors of the Company, who will hold office
for a period of five consecutive years from the conclusion iii. they have taken proper and sufficient care for the
of the 28th Annual General Meeting of the Company maintenance of adequate accounting records
scheduled to be held in the year 2019 till the conclusion in accordance with the provisions of the Act for
of the 33rd Annual General Meeting to be held in the year safeguarding the assets of the company and
2024, subject to the approval of the shareholders of the for preventing and detecting fraud and other
Company. Accordingly, requisite resolution forms part of irregularities;
the notice convening the AGM. iv. they have prepared the annual accounts on a going
18. AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ concern basis;
REPORT v. they have laid down internal financial controls to be
followed by the company and such internal financial
The statutory auditors’ report and secretarial auditors’
controls are adequate and operating effectively;
report do not contain any qualifications, reservations or
adverse remarks. vi. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
During the year, the statutory auditors and secretarial
systems were adequate and operating effectively.
auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees Further, there are no qualifications, reservations or
to the Audit Committee under section 143(12) of the adverse remarks made by the Statutory Auditors/
Companies Act. Secretarial Auditors in their respective reports.
Report of the secretarial auditor is given as an annexure 23. PARTICULARS OF LOANS, GUARANTEES AND
which forms part of this report (Annexure ‘C’). Company INVESTMENTS
also obtained the secretarial audit report for its subsidiary The particulars of loans, guarantees and investments have
companies in India. been disclosed in the standalone financial statements.
19. EMPLOYEE STOCK OPTION PLANS 24. RELATED PARTY TRANSACTIONS
During the year, the company had granted options under During the year none of the transactions with related
two ASOP schemes to the associates of the company parties were covered under the scope of section 188(1) of
and its subsidiaries, in accordance with the Securities the Act. Information on transactions with related parties
and Exchange Board of India (Share Based Employee pursuant to section 134(3)(h) of the Act read with rule
Annual Report | 2018-19

Benefits) Regulations, 2014. Disclosure pursuant to the 8(2) of the Companies (Accounts) Rules, 2014 are given in
said regulations is enclosed as Annexure ‘D’. Form AOC-2 and is enclosed as Annexure ‘G’.
20. CONSERVATION OF ENERGY, RESEARCH AND 25. EXTRACT OF ANNUAL RETURN (MGT 9)
DEVELOPMENT, TECHNOLOGY ABSORPTION,
The extract of the annual return in Form MGT 9 as required
FOREIGN EXCHANGE EARNINGS AND OUTGO
under the provisions of section 92 of the Act is enclosed
The details are enclosed as Annexure ‘E’. as Annexure ‘H’.
67
The extract of the annual return of the company is also any exceptional circumstances for increase in the
uploaded on the company’s website at www.cyient.com/ managerial remuneration:
investors.
The average annual increase was around 8.16%. and the
26. PARTICULARS OF EMPLOYEES average annual increase managerial personnel 8.15%

The information required under Section 197 of the Act f. Affirmation that the remuneration is as per the
read with rule 5(1) of the Companies (Appointment and remuneration policy of the Company:
Remuneration of Managerial Personnel) Rules, 2014 are The Company affirms remuneration is as per the
given below: remuneration policy of the Company.
a. The ratio of the remuneration of each director to the g. The statement containing particulars of employees as
median remuneration of the employees of the Company required under Section 197(12) of the Act read with Rule
for the financial year: 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is open for
Executive Directors Ratio to Median remuneration inspection at the Registered Office of the Company. Any
B V R Mohan Reddy 131.86 shareholder interested in obtaining a copy of the same
Krishna Bodanapu 169.30 may write to the Company Secretary.
27. PARTICULARS RELATING TO THE SEXUAL
Independent Directors HARASSMENT OF WOMEN AT WORKPLACE
K. Ramachandran 1.63 (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
Som Mittal 1.63
John Paterson 4.88 Your Company has always provided a safe and harassment
free workplace for every individual working in its premises
Andrea Bierce 4.88
through various policies and practices. The company
Vikas Sehgal* 1.63 always endeavours to create and provide an environment
Vinai Thummalapally 4.88 that is free from discrimination and harassment including
M.M. Murugappan (Non-Executive & 1.63 sexual harassment. Your company has been actively
Non-Independent) involved in ensuring that the associates are aware of the
provisions of the POSH Act and rights thereunder.
* Since this information is for part of the year, the same is
not comparable. The company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
b. The percentage increase in remuneration of each
Harassment of Women at the Workplace (Prevention,
director, chief executive officer, chief financial officer,
Prohibition and Redressal) Act, 2013. Internal Complaints
company secretary in the financial year:
Committee has been set up to redress complaints
received regarding sexual harassment. All associates of
% increase in
Directors, Chief Executive Officer, the company are covered under this policy.
remuneration in
Chief Financial Officer and
the During the year, the company conducted awareness
Company Secretary
financial year campaigns at all locations in India
B.V.R Mohan Reddy 8.00%
1. Held awareness sessions on a quarterly basis at all
Krishna Bodanapu 8.30% locations in India through specific connect sessions
Ajay Aggarwal 21.70% by in-house women leaders and ‘floor connect‘
Sudheendhra Putty 10.40% 2. Enhanced the Internal web portal – ‘also ensured
There is no change in the remuneration of Non-Executive more online and digital learning through dcafe for
associates.
Director compared with last year.
3. Have made POSH MODULE as Mandatory in the
c. The percentage increase in the median remuneration of
digital induction.
employees in the financial year: 8.16%
4. Nominated the POSH panel (across India locations)
Annual Report | 2018-19

d. The number of permanent employees on the rolls of to attend related sessions on POSH being conducted
Company: 12,287 by various organizations such as IWN, NHRD and
e. Average percentile increase already made in the salaries CII for better understanding of the Act and its
of employees other than the managerial personnel requirements
in the last financial year and its comparison with the 5. Nominated associates to attend women safety
percentile increase in the managerial remuneration sessions.
and justification thereof and point out if there are
68
6. Devised plan of action for financial year 2019. Regulation 46 of SEBI (Listing Obligations and Disclosure
During the year, two cases were registered and both the Requirements) Regulations, 2015 (http://www.cyient.
cases have been closed within the stipulated time limits com/investors/corporate-governance).
and in accordance with the law. There are no pending There are no orders passed by the regulators or courts
complaints either at the beginning or end of the financial or tribunals impacting the going concern status and
year. Company’s operations in future.
28. RISK MANAGEMENT 31. CEO’s DECLARATION
The board of directors has formed a risk management Pursuant to the provisions of Regulation 17 of the SEBI
committee to identify, evaluate, mitigate and monitor (Listing Obligations and Disclosure Requirements)
the risk management in the company. The committee Regulations, 2015, a declaration by the Managing Director
is responsible for reviewing the risk management plan & CEO of the company declaring that all the members of
and ensuring its effectiveness. The audit committee the board and the senior management personnel of the
has additional oversight in the area of financial risks and company have affirmed compliance with the Code of
controls. A comprehensive enterprise risk management Conduct of the company is enclosed as Annexure ‘J’.
mechanism has been put in place and the same is regularly The CEO/CFO certification to the board pursuant to
reviewed. Regulation 15 of the SEBI (Listing Obligations and
A more detailed analysis of the risk management in the Disclosure Requirements) Regulations, 2015 is enclosed
company is published in the management discussion and Annexure ‘K’.
analysis report published elsewhere in the annual report. 32. ACKNOWLEDGMENTS
29. CORPORATE GOVERNANCE The board of directors expresses its thanks to the
Your Company will continue to uphold the true spirit company’s customers, shareholders, vendors and
of Corporate Governance and implement the best bankers for their support to the company during the
governance practices. A report on Corporate Governance year. Your directors would like to make a special mention
pursuant to the provisions of Corporate Governance of the support extended by the various Departments
Code stipulated under SEBI (Listing Obligations and of the Central and State Governments, particularly
Disclosure Requirements) Regulations, 2015 forms the Software Technology Parks of India, Development
part of the Annual Report. Full details of the various Commissioners - SEZ, Department of Communication
board committees are also provided therein along with and Information Technology, the Direct and Indirect
Auditors’ Certificate regarding compliance of conditions tax authorities, the Ministry of Commerce, the Reserve
of corporate governance is enclosed as Annexure ‘I’. Bank of India, Ministry of Corporate Affairs/Registrar of
30. DISCLOSURE REQUIREMENTS Companies, Securities and Exchange Board of India, the
Stock Exchanges and others and look forward to their
Details of the familiarization programme of the support in all future endeavours.
independent directors are available on the website of the
Company (http://www.cyient.com/investors/corporate- Your directors wish to place on record their deep sense
governance). of appreciation for the committed services of the
associates of the company at all levels.
Policy for determining material subsidiaries of the
Company is available on the website of the Company For and on behalf of the Board
( h t t p : // w w w. c y i e n t . c o m / i n v e s t o r s /c o r p o r a t e -
governance).
Policy on dealing with related party transactions is
available on the website of the Company(http://www. B.V.R. Mohan Reddy
cyient.com/investors/corporate-governance). Place: Hyderabad Executive Chairman
Date: 25 April 2019 (DIN-00058215)
The Company has formulated and published a Whistle
Blower Policy to provide Vigil Mechanism for employees
including directors of the Company to report genuine Note: Except as otherwise stated, all the numbers in the
concerns. The provisions of this policy are in line with Directors’ Report are on standalone basis.
Annual Report | 2018-19

the provisions of the section 177(9) of the Act and

69
Our Germany office moved to a
contemporary, modern facility in
Stuttgart marking a new chapter of
growth for the company.
Annual Report | 2018-19

70
Business Responsibility Report Annexure-A

Section A: General Information about the Company

1 Corporate Identification Number (CIN) L72200TG1991PLC013134
2 Name of the Company Cyient Limited
3 Registered address 4th Floor, 'A' Wing, Plot No. 11, Software, Units Layout, Infocity,
Madhapur Hyderabad, Telangana - 500 081
4 Website www.cyient.com
5 Email address company.secretary@cyient.com
6 Financial year reported 1 April 2018- 31 March 2019
7 Sector(s) that the Company is engaged in 62099-Other information technology & computer service activities
(industrial activity code-wise)
8 Three key products/services manufactured/  Engineering services addressing engineering solutions
provided by the Company manufacturing & infrastructure verticals in mechanical, plant,
manufacturing, electrical engineering etc.
 Design Led Manufacturing in mechanical and electronic domain
along with semi-conductor design services, engineering
application software development & IP and allied services
 Geospatial services like photogrammetry, remote sensing
navigational data mapping, location-based services to the
utilities and telecom sectors
 Data transformation and analytics services like advanced
analytics, big data consulting, IoT and M2M to the utility and
transportation segments for public and private realm & product
realization
9 Total number of locations where business activity Full list forms part of this Annual Report
is undertaken by the Company
9a Number of International Locations (Provide East Hartford - USA; London -UK; Leonberg -Germany;
details of major 5) Melbourne -Australia; Singapore – Singapore
9b Number of National Locations 8 Locations
10 Markets served by the Company- Local/State/ International
National/International
Section B: Financial Details of the Company
1 Paid up capital (`) 555,572,945
2 Total turnover(`) 16,149,132,286
3 Total profit after tax(`) 4,406,693,088
4 Total spending on CSR as percentage of profit 1.82% (73/4, 018) (2% of average of 3 preceding financial years)
after tax
5 List of the activities in which expenditure in 4 1. Improve the Quality Education through
above has been incurred 2. Community Development
3. IT Literacy to Community through Digital Literacy Mission
4. Healthcare to the Needy
5. Social Innovation – LVPEI Srujana Innovation center.
Section C: Other Information
1 Does the Company have any Subsidiary Company/ Companies? Yes, 11 Subsidiaries
2 Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent Yes, 11 Subsidiaries
company? If yes, then indicate the number of such subsidiary company(s)
Annual Report | 2018-19

3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business 30%-60%
with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of
such entity/entities? [Less than 30%, 30-60%, More than 60%]

71
Section D: BR Information
1. Details of Director/s responsible for BR
a) Details of the director responsible for implementation of BR policies
1 DIN number 00058215
2 Name B.V.R. Mohan Reddy
3 Designation Executive Chairman
b) Details of BR head:
1 DIN number 01848553
2 Name B. Ashok Reddy
3 Designation President - Corporate Affairs & Infra
4 Contact number +91-40-67641000
5 Email Ashok.Reddy@cyient.com
2. Principle-wise (as per NVGs) BR Policy/policies
Principles Description Company’s Policy
Principle 1 Businesses should conduct and govern themselves with Ethics, Codes of Conduct, Whistle Blower
Transparency and Accountability
Principle 2 Businesses should provide goods and services that are safe and EOHS & information security policy
contribute to sustainability throughout their life cycle
Principle 3 Businesses should promote the well-being of all employees POSH, EOHS, Maternity, Medical
and Leave policy
Principle 4 Businesses should respect the interests of and be responsive CSR Policy
towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized
Principle 5 Businesses should respect and promote human rights POSH, CSR Policy& Prevention of
sexual harassment
Principle 6 Business should respect, protect and make efforts to restore EOHS Policy
the environment
Principle 7 Businesses, when engaged in influencing public and regulatory Codes of conduct, Anti-bribery/
policy, should do so in a responsible manner Anti-fraud
Principle 8 Businesses should support inclusive growth and equitable Modern Slavery Statement,
development Diversity and Inclusion policy
Principle 9 Businesses should engage with and provide value to their Procurement Guidelines
customers and consumers in a responsible manner
3. Details of compliance (Reply in Y/N)
P P P P P P P P P
S.No. Questions
1 2 3 4 5 6 7 8 9
1. Do you have policy/policies for.... Y Y Y Y Y Y Y Y Y
2. Has the policy been formulated in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
3. Does the policy confirm to any national/ international standards? Y Y Y Y Y Y Y Y Y
If yes, specify?
4. Has the policy being approved by the Board? If yes, has it been Y Y Y Y Y Y Y Y Y
signed by the MD/owner/CEO/ appropriate Board Director?
5. Does the Company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y
Director/Official to oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed online? (see legend below) 1 2 2 1 2 2 1 2 2
7. Has the policy been formally communicated to all relevant internal Y Y Y Y Y Y Y Y Y
and external stakeholders?
8. Does the Company have in-house structure to implement the Y Y Y Y Y Y Y Y Y
Annual Report | 2018-19

policy/policies?
9. Does the Company have a grievance redressal mechanism related Y Y Y Y Y Y Y Y Y
to the policy/policies to address stakeholders’ grievances related
to the policy/ policies?
10. Has the Company carried out independent audit/evaluation of the Y Y Y Y Y Y Y Y Y
working of this policy by an internal or external agency?
Legend: 1-www.cyient.com 2-Available on the company’s intranet
72
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the Principles
2. The Company is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles
3. The Company does not have financial or manpower resources
available for the task Not applicable
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)
4. Governance related to BR
1 Governance The BR performance of the company is assessed every 3 – 6 months. The company publishes
related to BR the Business Responsibility Report annually in the Annual Report. (https://www.cyient.com/
investors/corporate-governance/ )
The company is in the process of adopting sustainability reporting guidelines
Section E: Principle wise Performance
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
Cyient Limited creates long term value for stakeholders through unwavering adherence to the FIRST values, our Code of
Conduct, our vigil mechanism, data privacy policies and tools, as well as our grievance mechanism. These are the tools that guide
and enable the senior management and every employee of the company to conduct business with utmost integrity, commitment
and high ethical and moral standards.
Our Values
Cyient Limited is guided by the values ‘FIRST’ (Fairness, Integrity, Respect, Sincerity and Transparency) across all our relationships
with clients, stakeholders and associates. We strongly believe that our vision of ‘Designing Tomorrow Together’ can be achieved
by maintaining highest standards of corporate ethics and good governance practices keeping our core values intact.
Code of Conduct
The Company has adopted ‘Code of Conduct’ for its Board of Directors and senior management personnel in order to strengthen
the corporate governance practices. The company has several policies guided by the ‘Code of Conduct’ which includes code
of conduct for Directors and Senior Management, code of conduct for prevention of insider trading, code of practices and
procedures for fair disclosure of unpublished price sensitive information. Other policies including our Board Diversity policy,
policy for determination of materiality, policy on related party transactions etc. strengthen our corporate governance system.
Vigil Mechanism
Anti-Corruption Policy
Anti-corruption policy provides a detailed guidance on the business ethics, values, policies and procedures to prevent bribery
in all the activities and business dealings of Cyient Limited. It sets forth the policy of zero tolerance of bribery applicable to the
organisation and its subsidiaries who have an obligation to have adequate procedures for monitoring, detecting, preventing and
punishing any violations of the Anti-bribery laws and other anti-corruption laws.
Cyient Limited also provides a platform for employees, employee’s representatives and other stakeholders to submit their
suggestions and feedback to the legal cell of the Company at the designated e-mail.
Whistle Blower Policy
The policy provides the associates, clients, vendors an avenue to raise their concerns in line with Cyient‘s commitment to the
highest possible standards of ethical, moral and legal business conduct and its commitment to open communication. Moreover,
to provide necessary safeguards for protection of associates, clients and vendors from reprisals or victimization, for whistle
blowing in good faith.
Data Privacy
We acknowledge the needs of the client in protecting their personal and confidential data during their dealing with us. The
Company endeavours to preserve the confidentiality of un-published price sensitive information and prevent its misuse. We lay
emphasis on process improvements and deploy additional tools to enhance information and cyber security controls. We have
Annual Report | 2018-19

deployed ‘Data Leak Prevention (DLP) tool to protect the organisation and customer intellectual property. We have a robust
policy in place “Code of practices and procedures for fair disclosure of unpublished price sensitive information” to maintain
uniformity, transparency and fairness in dealing with all its stakeholders.
Grievance Mechanism
Cyient Limited has a transparent grievance mechanism and details of the investor complaints and disposals are discussed in the
company’s Report on Corporate Governance. During the financial year, 111 complaints were received and all have been solved
to the satisfaction of the stakeholders.

73
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their
life cycle.
From quieter flights and safer train rides to more reliable energy supply, we strive to provide comprehensive solutions that help
our clients achieve their operational and business goals. Cyient’s technical expertise, domain knowledge, and service offerings
differentiate us as a Design, Build, Operate & Maintain Partner, committed to meeting our Client’s needs and solving more
problems. We leverage the power of digital technology to offer complete solutions across our clients’ value chains.
The following is an overview of our goods and services and how they are aligned with sustainability:

Services Value to our Clients Sustainability

Design: We partner with our clients to design next Designing products networks and systems
• Product engineering generation of products, networks and that are more efficient, faster and more cost-
• Networks & operations systems. effective, often leads to lowering energy and
material footprint of these systems
Build: We offer flexible manufacturing services Our manufacturing facilities for electronics
• Electronics & mechanical that enable our clients to achieve a manufacturing and mechanical manufacturing
manufacturing sustainable competitive advantage. are continuously working on increasing
• Systems & applications We help our Clients stay agile and efficiency and environment management.
• Geospatial data competitive through our products. Further we leverage digital technologies
including smart sensors to monitor the
performance of our machinery and product
lines, and predictive analytics to decrease
reactive maintenance life cycles.
Operate & Maintain: We enhance the quality, reliability and Through improved operation and maintenance
• Aftermarket services performance of our Client’s products. of technology solutions, we enable our Clients
• Operations support to reduce inefficiencies and downtime, thereby
• Asset management maximizing the output achieved with a given
level of resources.
• Data maintenance

Digital Our solutions help businesses: By empowering our Clients to access more
• Internet of Things • build the right capabilities to garner insights, we empower them to make better
• Analytics insights that enable better decisions decisions – which may lead to increasing
• Additive Manufacturing to create value productivity, reducing inefficiencies and solving
• convert raw and unstructured data more problems.
• Mobility
• Augmented Reality into actionable insights
• Digital Reality • deploy end-to-end connected device
solutions seamlessly.
Case Study: Predictive Analytics Solution for Off-Highway equipment
Services Predictive Analytics Solution for Off-Highway Equipment
Problem Our client is one of the world’s leading manufacturers of off-highway equipment. They approached us
statement to help them reduce their cost of operations and improve the asset longevity through informed and
effective decision-making in the maintenance of an asset and its components. They wanted to reduce
downtime and production losses by effectively prioritizing maintenance activities and proactively
replacing components before failure.
Solution We designed an ensemble of advanced analytics solutions that could predict when asset components
will fail and align replacements with planned maintenance schedules. We also built predictive algorithms,
which evaluate a machine’s exception or repair history, operating and maintenance practices, etc. to
predict the catastrophic premature failure risk before planned maintenance. We created a predictive
model assessing the relative performance of an asset health, ranging from 100 (new) to 0 (failed) based
upon the asset risk categories created, to help evaluate the estimated remaining useful life of the asset.
Key Business Maintenance effectiveness:
Benefits • 8% reduction in maintenance costs
• 10% reduced asset downtime
• Improved management of asset maintenance schedules
Annual Report | 2018-19

and performance through executive and asset manager self-service dashboards

Productivity improvement:
• 13% improvement in overall asset productivity
• Increased eﬃciency of scheduling fleet and individual machine maintenance
Value add to external stakeholders:
• Potential reduction in parts inventory within the dealer/operations network
• Additional insights, which can be utilized by the end-user for operations and equipment monitoring

74
Principle 3: Businesses should promote the wellbeing of all employees.
Cyient Limited is an employee-centric organisation which focuses on creating a work environment that provides new learning
and growth opportunities to our talent along with ensuring their health and safety at workplace. We provide our associates with
clean and hygienic workspaces with a well-defined access control system. We regularly organise health check-up camps and
train our employees via fire and mock drills to tackle situations of emergency. Our well-defined security system and automation
in transportation strengthens our internal security for ensuring employee-safety at workplace.
We ensure a good mix of local hires in our talent acquisition process and carry out employee engagement initiatives that fosters
innovation and collaboration. We promote diversity and inclusion within the organisation by building awareness among associates
on various parameters like generational diversity, gender know your brand, self-dependence etc. The strategy of our HR team is
completely aligned with our vision of ‘Designing Tomorrow Together’ that is aimed at nurturing and retaining the quality talent.
We have also partnered with various academic institutions and consulting companies globally for training and development. We
provide training to employees on various areas viz., role specific training; project group / function specific training; emerging
technologies; and leadership qualities.
We have more than 2000 online courses available for associates at various levels. Besides, byte sized learning, community based
learning continue to be available online for our employees. Blended learning is the next prevalent with a combination of more than
one learning methodology viz., classroom, remote delivery, online, action learning, and mentoring. Depending on geographic
location of the employee and the kind of learning, methodology is identified and implemented accordingly. From safety view
point, we have facilities teams across all locations that drive EHS initiatives in partnership with Human resources.

Parameter Value / Description

Total number of employees 12,287
Total number of employees hired on temporary/ 688
contractual/casual basis
Number of permanent women employees 2,676
Number of permanent employees with disabilities 16 associates in India
Do you have an employee association that is No
recognized by management
Percentage of your permanent employees part of 0%
recognized employee association
Number of complaints relating to child labour, Our anti-discrimination and anti-harassment policies apply to everyone
forced labour, involuntary labour, sexual harassment involved in the operations of the Company. There are forums to deal with
in the last financial year and pending, as on the end any issues and concerns raised by our employees .
of the financial year
No of No of complaints
complaints pending as
Category
filed during the on end of the
financial year financial year
Child labour/forced labour/ 0 0
involuntary labour
Sexual harassment 2 0
Discriminatory employment 0 0
The details of workplace sexual harassment complaints in India, reported
as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the Ministry of Women and
Child Development notification dated December 9, 2013 are as follows
(Fiscal 2018) :
Percentage of employees were given safety & skill Our training programs cover all our employees irrespective of race,
up-gradation training in the last year: gender, or physical disability. Our Learning and Development group
• Permanent Employees oﬀers industry-benchmarked learning programs to ensure talent
• Permanent Women Employees enablement for the safety and security of the employees, awareness
• Casual/Temporary/Contractual Employees sessions, mock drills, classroom sessions and periodic demonstrations
• Employees with Disabilities related to safety, security and wellbeing are regularly conducted
Annual Report | 2018-19

Does the policy of the company on human rights Yes. Policy applicable across Cyient Ltd and its subsidiaries and aﬃliate
cover only the company or extend to the Group/ companies. It is also applicable to suppliers and contractors.
Joint Ventures/ Suppliers/ Contractors/ NGOs/
Others?
How many stakeholder complaints have been We have various grievance redressal channels to deal with issues related
received in the past financial year and what percent to discrimination, retaliation and harassment. The complainants are
was satisfactorily resolved by the management? assured of complete anonymity and confidentiality

75
Although, we engage in various activities that revolve around employee-centricity, some of the recent highlights of these
methods of engagement are:
MagnifiCyient: Our employees have enthusiastically embraced this rewards and recognition platform that promotes a culture
of peer recognition via non-monetary rewards. Various features that have led to wide acceptance is usage of appreciation notes
and presence of a dashboard consisting of social features that allows associates to like/comment on each reward.
Monetary Recognition: Awards like Most Valuable Performer Bronze, Silver, and Gold for Individuals and Teams; and the
Star Performer awards recognize exceptional and organization-wide contribution also foster a sense of belongingness and
collaboration among the associates. These awards are easy to use in redeemable form that work across all GEOs without the
currency conversion barrier.
Technology-driven: We have work day implementation across geographies covering 100% associates, implemented LMS to
facilitate day to day learning activities. Cyient Limited facilities have D Café for promoting virtual learning and also launched Global
Time and expense (Concur) platform to expedite expense reimbursement process. Also, in order to gauge associate satisfaction
level on an annual basis, ASAT, a third party managed online surveys on an annual basis. The Company also introduced Global Help
Desk (GHD) services for associates across the globe for faster query resolution.
Some of the new health and wellness initiatives launched keeping employee well-being in mind include launching of wellness app
‘E-Kincare app’ to assess health risks, participate in Corporate Challenge of the National Steps Challenge and a physical activity
campaign initiated by the Health Promotion Board in Singapore. Development initiatives like merging learning and development
with the HR function, introducing talent review on succession planning and launching of leadership programmes focus on career
development of employees.

Case Study: Launch of wellness app

Initiative E-Kincare App
Description E-Kincare app is a wellness app launched in collaboration with E-Kincare in January 2018 to
promote the health and wellness of employees within the organisation. The app aids awareness
creation amongst the associates based on its oﬀerings that include health risk assessment,
digitized medical records, customized fitness challenges, diet plans that are based on the
assessment carried out and access to free of cost online consultations with Doctor.

Case Study: Diversity and Inclusion Resource Groups

Initiative D&I Resource Groups
Description Cyient Limited lays emphasis on becoming a workplace that is home to a diverse group of individuals from
different backgrounds and experiences, Cyient is able
to effectively market to all groups of consumers, from a wide range of racial and ethnic backgrounds,
gender, age and sexual orientation.
We have D&I Resource groups in place whose driving focus is on key areas of diversity, including gender,
disability,veterans affairs, cultural awareness, and health and wellness. The group aims at creating
diversity awareness within the organisation, plan educational events and drive the changes within
important policies and programs.
We organise sessions and panel discussions with experts from the Industry in building awareness among
associates on various D&I parameters like gender, generational diversity programmes, know your brand,
being self-independent etc. We organise sessions for the managers as well as honour internal specially-
abled associates. We also organise LGBT awareness sessions post introduction of Act 377 apart from
various leadership and mentoring programmes for our associates.
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalized.
Cyient Limited has mapped its internal stakeholders as the associates volunteering their manhours for the organisational
activities and external stakeholders as the community members, NGO’s, individuals and family members of our associates. The
company ensures rigorous stakeholder engagement in order to assess their requirements. We also ensure timely response
to their needs in an effective manner. The company has identified four key stakeholder groups including associates, investors,
customers and the society and as documented/detailed elsewhere, caters to each of their requirements.
Various surveys like customer satisfaction survey, associate engagement survey and investor satisfaction survey are conducted
Annual Report | 2018-19

at regular intervals every year in order to assess and gauge the feedback of the respective stakeholders. Thorough analysis on
the information gathered is then assessed carefully to ensure further improvement. The Company hosts an annual Investor Day
at its premises. The Company also engages an external agency to carry out an independent Investor Satisfaction Survey and the
results of the survey are analysed and improvements are implemented.
We carry out various CSR activities through Cyient Foundation to give back to the society within which we operate. The details of
these initiatives have been described in Principle 8.

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Principle 5: Businesses should respect and promote human rights.
We abide by the spirit of the Fundamental Rights and Directive Principles of State Policy of the Indian Constitution which acts as
our guiding framework for promoting human rights. We strictly adhere to the human rights laws and guidelines of the International
Bill of Human Rights.
Mechanisms to promote human rights
An efficient grievance redressal system is our core mechanism for addressing human rights in our organisation, supplemented
by various organisational policies. We also have an efficient whistle blower mechanism which enables all associates of the
company including subsidiaries to approach the Ombudsperson of the company and make protective disclosures about
unethical behaviour and actual or suspected fraud. Further, we have also set up an Internal Complaints Committee, as required
to be constituted by law, at all the locations in India. The company, within its sphere of influence, also promotes the awareness
and realization of human rights across its value chain including external stakeholders including suppliers and contractors.
Policy on Sexual harassment
We as a company are an equal employment opportunity provider and are committed to creating a healthy working environment
that enables employees to work without fear of prejudice, gender bias and sexual harassment. The company also believes that
all associates of the company, have the right to be treated with dignity and respect. Sexual harassment at the work place or
other than work place if involving associates is a grave offence and hence, punishable. In keeping with our avowed commitment
to the adoption of best practices, the principles of Values FIRST and compliance of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has adopted and implemented a Policy to prevent and
prohibit sexual harassment at the work place. The policy further provides for the redressal of complaints of sexual harassment.
Implementation of this policy also makes us compliant to the Convention on the Elimination of all Forms of Discrimination against
Women (United Nations Entity for Gender Equality and the Empowerment of Women). Cyient has also published a Modern
Slavery Statement on the corporate website, which outlines the steps that the company has taken to ensure that there is no
modern slavery in our business and supply chains. In addition to ensuring compliance with the applicable laws, this demonstrates
Cyient’s commitment to transparent business practices and commitment to protection of workers’ rights.
Principle 6: Business should respect, protect and make efforts to restore the environment.
Cyient Limited is extremely conscious about the environmental impact of the activities it undertakes as an organisation. The
Company has a robust mechanism to ensure that the impact on environment of its activities is limited and health & safety risks
within the management framework are righteously addressed by virtue of its Environmental, Occupational Health & Safety
(EOHS) Policy. Some of the objectives of this policy applies to all its suppliers and contractors which directs them to adopt
optimal utilisation of natural resources and minimal pollution causing activities. Apart from the policy, we have environment
management system to mitigate any environmental risks within the organisation.
Various initiatives have been launched in the direction of effective environment management which includes energy conservation
measures, reducing GHG emissions by optimising business travel via SAP Concur and effective waste disposal methods. We
have adopted various power saving initiatives like heat load monitoring on a daily basis, installation of LED lighting instead of
conventional lighting, regular maintenance of electrical equipment and promote awareness creation among our associates to
ensure judicious utilisation of energy resources at workplace.
Energy management:
We have undertaken various clean energy and energy efficiency initiatives at our workplaces including:
• Solar power procurement at Manikonda location
• Replacement of existing conventional lighting fixtures with the LED fixtures with occupancy sensors
• Daily monitoring of heat load on floors & other critical areas
• Regular maintenance of electric motors, AC’s and other equipment.
• Procurement of energy saving equipment including LED lights, energy start rating AC machines etc.
• Awareness building among employees and associates to adopt power saving measures such as turning off lights and
computers when not in use
GHG emissions management:
Apart from reducing GHG emissions through improved energy management at the workplace, we endeavour to reduce our
carbon footprint by creating awareness and motivating employees to adopt less-carbon intensive modes of transportation and
Annual Report | 2018-19

car-pooling.
Waste management:
We frequently send e-mails to our associates creating awareness on waste management, and providing data and observations
on the basis of continuous monitoring after oﬃce hours and during weekends. In the domain of waste disposal, we sell our
e-waste (hard-disks, printers, old systems) to a firm approved by the ‘Pollution Control Board.’ Further, we have partnered with
ITC for using our paper waste from various workplaces for manufacturing recycled paper.

77
Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
The Company is member of the following associations:
National Education Council – CII, Confederation of Indian Industry
All India Committee for Technical Education
Atal Ranking of Institutions on Innovation Achievements
Administrative Staﬀ College of India (ASCI)
Indian Institute of Technology, Hyderabad
National Association of Software and Service Companies
Global Compact Network India
Indo-American Chamber of Commerce
National HRD Network
The Federation of Telangana and AP Chambers of Commerce and Industry and
Hyderabad Management Association
Our cordial relations with prestigious bodies such as the Indian Institute of Technology, Indian School of Business, Institute of
Company Secretaries of India, the Institute of Chartered Accountants of India and the Institute of Directors, besides several
universities and educational institutions broadens our horizons of business responsibility. The senior management of the
company is also represented on various committees and boards constituted by the government on regulatory matters.
In FY19, Mr Reddy has spent significant time in promoting, reforming, reinventing higher education, especially technical
education in India. He also worked relentlessly on innovation, reskilling and digital talent development, entrepreneurship
development in India. The following are a few activities under the multi-pronged approach he has taken to contribute to the
policy and society during FY19.
1. Technical Education reforms in India: The All India Committee for Technical Education (AICTE), under the aegis of Union
Ministry of Human Resources Development (MHRD), has constituted a committee with BVR Mohan Reddy as its chairman
for developing a short and medium-term perspective plan for technical education in the country. The committee studied the
engineering education landscape in the country and submitted its report in December 2018 titled, Engineering Education in
India: Short & Medium-term Perspectives.
The committee studied the current state of engineering education across the states in India in depth and forward
evidence-based, and consensus-based recommendations. The Committee put forward comprehensive perspectives and
recommendations that are relevant in short and medium terms impacting all the stakeholders. The recommendations
address the issues of excess supply of engineering capacity, poor employability of engineering graduates, poor competencies
of faculty, pedagogy and curricula issue and put forward its recommendations for the corrective measures needed.
AICTE has started implementing several of the recommendations put forward by the committee.
2. Atal Ranking of Institutions on Innovation Achievements (ARIIA): To nurture the environment of innovation and
entrepreneurship within the higher educational institutions in the country, the Ministry of Human Resources Development
(MHRD), launched the Atal Ranking of Institutions on Innovation Achievements (ARIIA). ARIIA aims to systematically rank all
major higher educational institutions and universities in the country on indicators related to the promotion of innovation
and entrepreneurship development amongst students and faculties. BVR Mohan Reddy is the chairman of the evaluation
committee for ARIIA 2019 ranking and played a key role in developing the evaluation criteria for the ranking. The first round
of ranking was announced on April 8, 2019.
3. Developing Digital Talent: Mr Reddy is part of Niti Aayog’s Expert Committee on evolving a Roadmap for ‘Development of
Digital Talent in India’ with 5-10 year horizon. Mr Reddy studied the technical education and talent ecosystem in the country
deeply and identified issues for discussion. These include (but not limited to) - demand and supply issues of digital talent
at undergraduate and post graduate levels; necessary skills to be imparted at secondary school, polytechnic and industrial
training institutes; appropriate categorisation of digital work; need to move from STEM education to STEAM education;
proactive stakeholder participation. This activity is work-in-progress.
4. Indian Institute of Technology, Hyderabad: Mr BVR Mohan Reddy is appointed as the chairman of the Board of Governors
for the third consecutive term in October 2018. Under his leadership, IIT Hyderabad (which is just completing 10 years of
existence), has made great strides in education and research. In the recently published National Institutional Ranking
Framework by Ministry of Human Resource Development, Government of India, IITH is ranked 8th in NIRF-Engineering.
In Atal Ranking of Institutions on Innovation Achievements (ARIIA) which systematically ranks all major higher educational
institutions and universities in India on indicators related to “Innovation and Entrepreneurship Development” amongst
Annual Report | 2018-19

students and faculties, IITH was ranked 10th. He taught a 1-credit course to fourth year engineering students on ‘Leadership
& HR’ in February-March 2019 and introduced several novel pedagogy practices.
5. Administrative Staﬀ College of India (ASCI) – As part of the ASCI committee, chairman- Cyient began examining the
directions in which ASCI should grow in the next 5-10 years. This activity is work-in-progress.
6. T-HUB: Promoting entrepreneurship in Telangana – recommendations and suggestions on launching a T-Fund (Telangana
Venture Capital Fund), as a SEBI-registered venture capital fund operating in Telangana and backed by State & Central
Government financial institutions. Recommended the Fund to receive a subscription from premier institutions such as
78
Telangana State Industrial and Infrastructure Development Corporation Limited - TSIIDC, Telangana State Financial
Corporation - TSFC, and Small Industries Development Bank of India - SIDBI.
7. National Education Council – CII: Mr BVR Mohan Reddy elected as the co-chair of National Education Council, CII.
8. National Skills Development Corporation: Mr. Reddy serves as Chairman of Sectoral Skills Council of NASSCOM and Director
on the Board of National Skills Development Corporation NSDC).
Principle 8: Business should support inclusive growth and equitable development.
Cyient Limited acknowledges its responsibility towards the society and supports inclusive growth and equitable development of
all its stakeholders. We strongly believe in growing together responsibly leading to success of our business. We aim at balancing
the needs and address the concerns of our stakeholders and endeavours to take into the consideration of the impact it has on the
environment, society and the community as much as its vision of designing tomorrow together.
Cyient Limited is committed to giving back to the society within which it operates and flourishes and as part of this principle,
we have chosen our initiatives around education, literacy, skills, health, sanitation and community development. The Company
carries out various initiatives under the aegis of ‘Corporate Social Responsibility’ and are undertaken through in-house team,
volunteers and own foundation. We also engage NGO’s and other Government entities and work in four thematic areas to
empower the community. These four areas include:

Giving Back:
Empowering the
Community

Community Social change

Education Literacy Aligned to Business
Development
Innovation

The Company undertakes these initiatives via its Corporate Social Responsibility arm Cyient Foundation which adopts a three-
ponged approach that focuses on health, digital literacy and community development with education and innovation at the core.
We also carried out impact assessment for the initiatives undertaken and received Andhra Pradesh State Government Award on
community development for Village Adoption program that helped us in achieving highest community participation.
Case Study: Education Initiative - Adoption of Schools & Support Children from EWS Sections

Initiative We support pre-primary children all the way through to high school students. Adopting schools primarily
for benefit of children belonging to economically weaker sections of society
Description There is a challenge in increasing new admissions and reducing dropouts in Government Schools. Most of
the children from low socio-economic background discontinue education due to financial and social reasons
and due to lack of basic amenities. CYIENT intends to improve the quality of education through adoption
of Govt. schools, CYIENT Foundation had adopted 25 schools in and around our facilities and presently, we
support 15,000+ children from primary education to high schooling. This initiative started in January 2018
at Serilingampally, Hyderabad, Telangana & Sarpavaram, Kakinada, East Godavari, Andhra Pradesh & Mysore,
Karnataka, & Noida, Uttar Pradesh and is a continued support till date.
We aim to provide basic facilities and amenities at these schools which include:
• Construction of separate washroom for girl students
• Conduct career guidance and counselling programs
• Infrastructure development such as construction of additional classrooms for higher classes, development
of play areas and proper fencing of boundary for additional security.
• Carry out restoration of power facilities in school buildings
• Appointment of qualified teaching staﬀ
• Distribute school bags, notebooks, exam kits and teaching aids every year
• Provide mid-day meals and nutritional supplements to school kids
Annual Report | 2018-19

More than 3100 enthusiastic Cyient Associates across pan India are volunteering in enlightening the children
in realizing their dreams. In the current year, 25300+ volunteering hours (2300+ hours per month) are spent by
our associates and their family members in various CSR events till date. This directly reduce the operational
costs in executing our initiatives. They utilize their valuable time in teaching computers, train the teachers on
using computers. More than 1080+ female associates do deliver the career counselling and personal hygiene
to girl students. Our associates also conduct Sports, Extra Curricular and Motivational sessions periodically
on every Saturday and out of business hours. More than 380 associates supporting the exclusively smart
classrooms and had trained the teachers on the usage of the audio-visual equipment and the technology

79
usage to 320+ government teaching staﬀ, this initiative was applauded by Deputy Chief Minister and Minister
for Education – Telangana State Government. Cyient also engages not for profit entities to execute programs,
NGO’s, Community, Schools and Government Bodies are part of the implementation.
Cyient Foundation shall monitor the implementation of its CSR Policy through periodic reviews and present
their annual budgets and list of programmes, projects, and activities to the CSR Committee for its approval.
The monitoring and reporting mechanism is divided into three distinct areas:
• Program Monitoring • Evaluation • Reporting and Documentation
In the current Financial year 2018 spent ` 3.12 Crores (as on February ‘19) and budgeted ` 3.25 Crores for the
upcoming financial year 2019.
Impact The initiative made a remarkable progress in giving as good as corporate schools education to underprivileged
children.
• Girl Student Enrolment had increased to 54% in Adopted schools by improving sanitation and watch & ward,
dropout % reduced to 3% from 13%. Girl student pass% has improved from 31% to 88%.
• The overall pass out rate has improved to 85%, overall dropouts reduced to 4% from 14% - New Admissions
improved to 24% from 13%.
• We have received great appreciation from Honourable President of India, Governor of Telangana & AP and
Telangana educational Minister on the Smart Classrooms Initiative.
• Received appreciation from STATE EDUCATION Department for maintaining around 1:30 teacher to student
ratio with the introduction of smart classrooms in adopted schools.
• Received best government school’s awards in cleanliness and hygiene.
An impact assessment by the Third party has yielded following key findings related to the initiative:
• Improved teacher student ratio, although with scope of improvement as per RTE Act 2009
• 86% of the students who received this support found it useful and the quality to be ‘very nice’. 3% of
students were not happy with support leading another key area for improvement
• 94.5% of students felt that there are enough washrooms in their school. However, 5% felt that there aren’t
enough washrooms for boys in their school while all the Headmasters in all the adopted schools strongly
agreed that washrooms positively impacted the enrolment of girls and boys.
• 4% students shared that the washrooms are generally not clean or need repairs paving way for another
scope of improvement
• 89% of the students feel that meal supplements help them in their studies and both students and teaching
staﬀ feels that the food supplements to children has brought drastic improvement in the health of students.
We have received huge requests from the local communities and the Government to adopt more schools and
increase the scale of the initiative.

Case Study: IT Literacy to communities through Digital Literacy Mission

Initiative Digital Literacy – Cyient Digital Centres
Description The Company currently operates 57 ‘Cyient Digital Centres’ providing more than 24000 people access to
education in the field of ‘Information Technology.’ The students get access to high-tech digital classrooms
and libraries that provide them good quality digital educational resources and content.
To promote digital literacy and create awareness about the same, Cyient also organised Hackadrone, India’s
first UAV Hackathon in February 2018, in partnership with DJI, Microsoft and Telangana Government. The
event aimed at developing ‘drone solutions’ for industries within various sectors that saw huge participation
across various geographies.
Impact 70% students found the IT Education useful while more than 9000 students completed their L1 & L2 IT liter-
acy programs.
Case Study: “Engineering the Eye”, Cyient’s Eye-care Initiative
Initiative Social Innovation - Eye-Lens Project
Description “Engineering the Eye” is our eye-care initiative that meets at the intersection of business and social innovation.
We have recently carried out social innovation via ‘Eye-lens project’ from the Srujana Center for Innovation
at LV Prasad Eye Institute by developing a low-cost vision screening device. We have calibrated this device
using our data-driven approach which is based on most commonly observed refractive error ranges which
Annual Report | 2018-19

makes the product easy to understand and intuitive to use. This was an indirect spend through Hyderabad Eye
Research Foundation.
Impact • Low-cost device for refractive error screening
• Early-age blindness prevention in low resource schools and remote areas
The total CSR expenditure of the company in these areas for the financial year FY 2018-19 amounted to ` 74 mn. The impact
created by our CSR program is evaluated using beneficiary surveys carried out by CSR volunteers. We regularly monitor and
publish the results of impact assessment studies.
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Principle 9 Business should engage with and provide value to their customers and consumers in a responsible manner.
The company is committed to creating and delivering engineering services and solutions that exceed customer expectations
and enhance the level of business profitability. We consistently strive forth to ensure higher customer satisfaction and providing
them great value for money via our efforts in product innovation, R&D activities and ensuring enhanced life-cycle of the product.
Our efforts in ensuring good cost to benefit ratio along with reduction in time consumption, we use our knowledge and skills to
create solutions that are future facing, imaginative and practical for our customers.
We stand firm to our reputation for providing our clients with world class quality through an effective Quality Management system
in place and best practices that are aligned with the internationally renowned quality standards and models like ISO 9001:2015,
ISO 27001:2013, AS 9100 D, ISO 13485:2003, ISO 22163: 2017 (IRIS), TL 9000 R 5.5, ISO 14001:2015, BS-OHSAS 18001-2007
and CMMI-DEV Version 1.3 Level 5.
All interactions with our customers are based on a strong foundation of our ‘Values First’ philosophy of Fairness, Integrity, Respect,
Sincerity and Transparency. We carry out Customer Satisfaction Surveys on annual basis. This provides valuable feedback for the
Company for providing the best possible service to customers and continuously improve our engagement with them.

Cyient positioned in the 2017 winner’s circle of HfS blueprint for aerospace engineering services
Cyient Limited has earned a place in the 2017 Winner’s Circle of the HfS Blueprint for Aerospace Engineering Services. HfS
Research, a leading independent analyst firm, recognized Cyient for its end-to-end solutions portfolio, successful acquisition
strategy, innovation credentials, and client quality in the aerospace industry.
“Cyient was built based on its capabilities in the aerospace sector, with a focus on support for the most complex aircraft engines
in operation. It is remarkable how the company has diversified and developed the requisite domain depth in other portfolios
as well. They are among leaders in innovation and digital solutions in the A&D sector and continue to make investments in
developing capabilities centered around high-value, complex solutions. The company’s client-centric value proposition is
strengthened by the acquisitions it has made in the areas of testing and certification, MRO, and manufacturing over the last
few years. Cyient has become a global player in A&D solutions by serving as a trusted partner to the largest OEMs in the sector
and providing integrated design, build, and maintain capabilities.”
--- Pareekh Jain, Senior Vice President, HfS Research, and Lead Analyst for A&D Engineering Blueprint

Cyient collaborates with Xynteo and India2022 coalition to develop diagnostic healthcare solutions
As a partner organization in India2022, a business-led coalition committed to creating a new model of growth by the 75th year
of India’s independence, Cyient announced that it will lead the Healthcare Impact Track to develop high-quality, technology-
enabled, and patient-centric healthcare solutions for the Indian market. Recognizing the need for better preventive healthcare
for all people, Cyient will work to ensure people from all demographic and geographic backgrounds have access to aﬀordable
diagnostic care solutions. To achieve these objectives, Cyient will work collaboratively with Xynteo, a platform for connecting
ideas, talent and capital fusing them into new growth opportunities that are fit for the future, the India2022 coalition and the
healthcare sector to advance innovative business models that will help to maximize the reach of these solutions.

Annual Report | 2018-19

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Annual Report | 2018-19

Annual Report on CSR Activities Annexure-B

1. The company believes in the philosophy of returning the benefits to society as a measure of gratitude for what it has taken from it. In view of this, the company’s
corporate social responsibility (CSR) aims to extend beyond charity and enhance social impact.
CSR vision:
   To help underprivileged children to access the quality of education and
   To participate in projects with business aligned innovation
 CSR mission:
 Achieving long-term, holistic development of community around us by being committed to creating and supporting programmes that bring about sustainable changes
through education and health care systems.
 The CSR policy, projects and programmes may be accessed at http://www.cyient.com/about-us/ corporate-social-responsibility
2. The CSR committee of the company is comprised of: Mr. K. Ramachandran, Mr. B.V.R. Mohan Reddy and Mr. Krishna Bodanapu. Mr. B. Ashok Reddy, President - Corporate
Affairs & Infrastructure is a permanent invitee to the committee.
3. Average net profit of the company for last three financial years: ` 3,423 Million
4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above): ` 68 Million
5. Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year: ` 74 Million
(b) Amount unspent, if any; Nil
(c) Manner in which the amount spent during the financial year is detailed below:
CSR Amount spent during the year 2018-19
Amount spent on the
Amount Cumulative
projects or programs
outlay expenditure
Projects or programs Sub-heads: Amount Spent:
CSR Project or (budget) upto
Sl. Sector in which the (1) Local Area or Other (2) Specify (1) Direct Direct or through
Activity project or the
No. project is covered the stateand district where expenditure on implementing
identified program reporting
projects or programs undertaken project or programs. agency
wise (`) period (`)
(2) Overheads: (`)
Million Million
Million
1 Improve Promoting education, including With in 20 Kilometers radios from 32.00 32.772 32.772 Direct and
Quality of special education and employment the CYIENT Offices located in Implementation
Education enhancing vocation skills Hyderabad - Telangana, Kakinada - Partners
especially among children, women, Andhra Pradesh
elderly, and the differently abled and
livelihood enhancement
projects.
2 Community Eradicating hunger, poverty and Village Adopted is located 13.00 14.356 14.356 Direct and
Development malnutrition, promoting preventive 350 Kilometers from CYIENT Implementation
health care and sanitation and Hyderabad Office, Prakasam Partners
making available safe drinking water: District - Andhra Pradesh.
(x) rural development projects. Swachh Pathashala activities are
with in 20 Kilometers radious from
the CYIENT Offices located in
Hyderabad - Telangana, Kakinada -
Andhra Pradesh
(Contd.)
CSR Amount spent during the year 2018-19
Amount spent on the
Amount Cumulative
projects or programs
outlay expenditure
Projects or programs Sub-heads: Amount Spent:
CSR Project or (budget) upto
Sl. Sector in which the (1) Local Area or Other (2) Specify (1) Direct Direct or through
Activity project or the
No. project is covered the stateand district where expenditure on implementing
identified program reporting
projects or programs undertaken project or programs. agency
wise (`) period (`)
(2) Overheads: (`)
Million Million
Million
3 IT literacy to Promoting education, including National Digital Literacy Mission 7.00 7.723 7.723 Direct and
community special education and employment Centers are located with in Implementation
enhancing vocation skills 20 Kilometers radious from Partners
especially among children, women, the CYIENT Offices located in
elderly, and the differently abled and Hyderabad - Telangana, Kakinada -
livelihood enhancement Andhra Pradesh
projects; Digital Libraries are in the CYIENT
Adopted Schools located with
in 20 Kilometers radious from
the CYIENT Offices located in
Hyderabad - Telangana, Kakinada -
Andhra Pradesh.
4 Skill Employment enhancing vocational Skill Development Initiatives for 15.00 17.801 17.801 Direct and
development skills; the unemployed youth in the Implementation
initiative communities around our facilities. Partners
CYIENT IT/ITES SKILL
DEVELOPMENT CENTER
is established by CYIENT
FOUNDATION(CF) in association
with Swarna Bharat Trust-
Hyderabad Chapter (SBT-HYD) is
helping to bridge the gap between
Academia and Industry to enhance
employability quotient of youth in
the TELANGANA state.
CYIENT URBAN MICRO SKILL
CENTER (CUMSC):
CUMSC is an innovative and direct
response to poverty alleviation,
it has been developed with PPP
(Public Private Partnership) Model.
Impart skills and provide support to
empower participants to be Self/
Employable
5 Administrative Cyient Foundation Cyient Foundation - Administrative 1.30 1.311 1.311 Direct
expenditure Expenditure
68.300 73.963 73.963

(Contd.)
Annual Report | 2018-19

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Annual Report | 2018-19

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the
reasons for not spending the amount in its Board report - Not Applicable
7. The CSR Committee confirms that the implementation and monitoring of the CSR Policy, is in compliance with CSR objectives and Policy of the company.

Place : Hyderabad K. Ramachandran Krishna Bodanapu

Date : 24 April 2019 (Chairman-CSR Committee) (Managing Director & CEO)
SECRETARIAL AUDIT REPORT Annexure-C

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]

To, (c) The Securities and Exchange Board of India (Issue of

The Members, Capital and Disclosure Requirements) Regulations,
Cyient Limited 2009;
Hyderabad.
(d) The Securities and Exchange Board of India(Share
I have conducted the secretarial audit of the compliance of Based Employee Benefits) Regulations, 2013;
applicable statutory provisions and the adherence to good
(e) The Securities and Exchange Board of India (Issue
corporate practices by Cyient Limited (hereinafter called the
and Listing of Debt Securities) Regulations, 2015;
company). Secretarial Audit was conducted in a manner that
provided me a reasonable basis for evaluating the corporate (f) The Securities and Exchange Board of India
conducts/statutory compliances and expressing my opinion (Registrars to an Issue and Share Transfer Agents)
thereon. Regulations, 1993 regarding the Companies Act and
dealing with client;
Based on my verification of the Company’s books,papers,
minute books, forms and returns filed and other records (g) The Securities and Exchange Board of India (Delisting
maintained by the company and also the information of Equity Shares) Regulations, 2009; and
provided and declarations made by the Company, its oﬃcers,
agents and authorized representatives during the conduct (h) The Securities and Exchange Board of India (Buyback
of secretarial audit, I hereby report that in my opinion, the of Securities) Regulations, 1998;
company has, during the audit period covering the financial I have also examined compliance with the applicable clauses
year ended on 31st March, 2019 complied with the statutory of the following:
provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place (i) Secretarial Standards issued by The Institute of Company
to the extent, in the manner and subject to the reporting Secretaries of India;
made hereinafter: (ii) SEBI (Listing Obligations and Disclosure Requirements)
I have examined the books, papers, minute books, forms and Regulations, 2015;
returns filed and other records maintained by “the Company” (iii) Information Technology Act 2000 ; Information
for the financial year ended on 31st March,2019 according to Technology (Amendment) Act 2008 & Rules for the
the provisions of: Information Technology Act 2000
(i) The Companies Act, 2013 (the Act) and the rules made During the period under review the Company has complied
thereunder; with the provisions of the Act, Rules,Regulations, Guidelines,
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) Standards, etc.
and the rules made thereunder; I further report that the Board of Directors of the Company is
duly constituted with proper balance of Executive Directors,
(iii) The Depositories Act, 1996 and the Regulations and Bye-
Non-Executive Directors and Independent Directors. The
laws framed thereunder;
changes in the composition of the Board of Directors that
(iv) Foreign Exchange Management Act, 1999 and the took place during the period under review were carried out in
rules and regulations made thereunder to the extent of compliance with the provisions of the Act.
Foreign Direct Investment, Overseas Direct Investment Majority decision is carried through while the dissenting
and External Commercial Borrowings; members’ views are captured and recorded as part of the
(v) The following Regulations and Guidelines prescribed minutes.
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
S. Chidambaram
(a) The Securities and Exchange Board of India Practicing Company Secretary
Annual Report | 2018-19

(Substantial Acquisition of Shares and Takeovers) FCS No. 3935

Regulations, 2011; C P No: 2286
Place : Hyderabad
(b) The Securities and Exchange Board of India
Date : 23 April 2019
(Prohibition of Insider Trading) Regulations, 2015;

85
To
The Members,
Cyient Limited
Hyderabad.
My Secretarial Audit Report of even date is to be read along with this letter.
1 The maintenance of Secretarial records is the responsibility of the Management of the Company. Further, the Company is
also responsible for devising proper systems and process to ensure the compliance of the various statutory requirements
and Governance systems.
2 It is the responsibility of the Management of the Company to ensure that the systems and process devised for operating
effectively and efficiently.
3 My responsibility is to express an opinion on these secretarial records based on my audit.
4 I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in Secretarial records. I believe that the process and practices followed provide a reasonable basis for my opinion.
5 Wherever required, I have obtained the Management representations about the compliance of laws, rules and regulations
and happening of events etc.
6 The Compliance of the provisions of other applicable laws, rules and regulations is the responsibility of the management.
My examination was limited to the verification of procedure on test basis.
7 The secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the Management has conducted the affairs of the Company.

S. Chidambaram
Practicing Company Secretary
FCS No. 3935
C P No: 2286
Place : Hyderabad
Date : 23 April 2019
Annual Report | 2018-19

86
Details of Stock Options pursuant to SEBI regulations Annexure-D

Sl. Associate Stock Associate Stock Restricted Stock

Description
No. Option Plan 2008 Option Plan 2015 Units Scheme 2016
1. Number of options outstanding at the 3,83,625 1,46,200 5,56,332
beginning of the period
2. Options granted during the year Nil 264,000 Nil
3. Pricing formula Grant price is the
face value of the
Market price as defined in SEBI (Share Based
equity shares of the
Employee Benefits) Regulations, 2014
Company, i.e.,
` 5.00
4. Options vested 1,76,584 14,620 5,56,332
5. Options exercised 70,129 Nil 5,47,820*
6. Total no. of shares arising as a result of exercise 70,129 Nil 3,78,560
of options
7. Options lapsed 15,750 13,880 8,512
8. Variation of terms of options Nil Nil Nil
9. Money realized by exercise of Options (`) 2,01,23,296 Nil 18,92,800
10. Total no. of options outstanding at the end of 297,746 396,320 Nil
the period
11. Total no. of options exercisable at the end of the 90,705 13,609 Nil
period
12. Employee wise details of options granted to
i) Senior Managerial Personnel and KMP:
Ajay Aggarwal Nil 15000 Nil
Anand Parmeswaran Nil 5000 Nil
Brian Wyatt Nil 5000 Nil
John Renard Nil 5000 Nil
Katie Cook Nil 5000 Nil
N J Joseph Nil 5000 Nil
PNSV Narasimham Nil 5000 Nil
Prabhakar Atla Nil 5000 Nil
Rajendra Velagapudi Nil 5000 Nil
Sanjay Krishnaa Nil 5000 Nil
Sudheendhra Putty Nil 1500 Nil
Suman Narayan Nil 10000 Nil
Sunil Kumar Makenna Nil 5000 Nil
Tom Edwards Nil 5000 Nil
ii) Any other employee who received a grant in Nil Nil Nil
any one year of options amounting to 5% or
more of options granted during the year:
iii) Identified employees who were granted Nil Nil Nil
Annual Report | 2018-19

options, during any one year, equal to

or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the time of
grant:
*Out of total exercised RSU’s 169,260 have been settled in cash and balance 378,560 are in equity
(Contd.)
87
Sl. Associate Stock Associate Stock Restricted Stock
Description
No. Option Plan 2008 Option Plan 2015 Units Scheme 2016
13. Diluted EPS ` 35.54
14. i) Method of calculation of employee The Company has calculated the employee compensation cost
compensation cost using the fair value of the stock options
ii) Diﬀerence between the employee Nil
compensation cost so computed at (i)
above and the employee compensation
cost that shall have been recognised if it
had used the fair value of the options
iii) The Impact of this diﬀerence on profits and Not Applicable
on EPS of the Company

iv) Weighted average exercise price and fair value of stock options granted:
Weighted average Weighted average Closing market price at NSE
Stock Options granted on
exercise price (in ₹) fair value (in₹) on the date of grant (in ₹)
12/06/14 324.00 325.00 325.00
16/07/15 559.00 531.50 531.95
14/01/16 487.00 466.50 468.35
13/07/16 500.00 499.90 502.55
30/03/17 5.00 455.40 474.35
11/10/17 518.00 654.45 518.90
17/01/18 583.00 629.00 590.20
11/07/18 741.00 744.00 740.50
24/08/18 730.00 727.00 730.00
16/10/18 678.00 688.80 677.40
16/01/19 615.00 616.05 614.60

v) Description of the method and significant assumptions The Black Scholes option pricing model was
used the year to estimate the fair value of the options, developed for estimating fair value of traded options
including the following weighted average information: that have no vesting restrictions and are fully
transferable. Since option pricing models require
use of substantive assumptions, changes therein
can materially aﬀect fair value of options. The option
pricing models do not necessarily provide a reliable
measure of fair value of options.

vi) The main assumptions used in the Black Scholes option-pricing model during the year were as follows:
Particulars Stock Options RSUs
Risk free interest rate (%) 6.41 - 8.40 6.3
Expected life of options from the date(s) of grant 3-4 years 1 Year
Expected volatility (%) 28.66 - 65.53 24.4
Dividend yield (%) 1.53 - 2.64 1.6

On behalf of the Board of Directors

Annual Report | 2018-19

B.V.R. Mohan Reddy

Executive Chairman
(DIN-00058215)

Place : Hyderabad
Date : 25 April 2019
88
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, Annexure-E

AND FOREIGN EXCHANGE EARNINGS & OUTGO

1. Conservation of Energy increasing the net income of farmers and we continue

to test and develop our business model. We continue to
It is our continuous endeavor to implement the best
build partnerships to accelerate our initiatives, the co-
practices in areas of energy conservation and in this
innovations with IIIT Hyderabad and with LV Prasad Eye
regard, company is in the process of availing solar power
Institute being two of the prime examples.
for the Manikonda and Cyient DLM, Mysore facilities.
Also, as part of energy conservation, we have initiated The first successes confirm our approach to strategically
the process of implementing energy savings practices invest into promising technologies.
at organization level and this has resulted in considerable
(` in million)
savings to the organization. This includes, replacing the
existing conventional lighting with LED lighting, creating Year ended Year ended
awareness to associates by sending mailers, continuous Particulars March 31, March 31,
2019 2018
monitoring after oﬃce hours and during weekends and
send mailers on observations and also installed Motion Capital Expenditure 23 Nil
sensors in all the common areas and restrooms and Revenue Expenditure 276 Nil
Aerators are fixed to all the taps in the restrooms to reduce
Total R&D Expenditure 299 65
the water consumption. This would result in considerable
savings. After analysis of the savings the company would R&D Expenditure as per- 1.86% 0.45%
like to replicate the same at other locations. Also, as part centage of Total Revenue
of the initiative taken by the company, the E-Waste [old 3. Technology Absorption, Adaptation and Innovation
systems, hard disks, printers] related assets are sold
to a firm approved by Pollution Control Boards and the Information technology continues to remain a key lever
systems will go to the auto sleep mode when not in use in driving productivity across the company. FY2019 saw
and this reduces the power consumption successful launch of several transformative initiatives.

As part of the conservation of our natural resources, We have implemented SAP’s next generation business
the paper waste from our locations is given to ITC for suite SAP S/4HANA in-place of existing legacy SAP ECC
recycling of paper for making of recycled products ERP system across Cyient. SAP S/4HANA is an entirely
and the recycled water used in restrooms, Aerators new generation Business Suite that is characterized by
are fixed to all the taps in the restrooms to reduce the simplifications, massively increased eﬃciency, improved
water consumption To save energy, energy audit at our data model, faster analytics & reporting, and compelling
locations was conducted. features such as planning and simulation options in
many conventional transactions. This implementation
In order to conserve natural resources, another STP defined as a single instance model, whereby both project
plant was installed at our Kakinada - SEZ location there and production support activities will take place in one
by resulting in usage of the STP water for plantation system. Cyient is targeting to use HANA with operational
purpose. More information is available at the business and analytical capability, with scalability options to
responsibility report. accommodate further expansion, and to remove the
Overall we have saved around 10 lakh units in the financial requirement to maintain multiple systems in the future.
year 2018-19 compared to the previous financial year. 34 entities are covered as part of implementation scope
across the globe which covers APAC, EMEA, NAM regions.
2. Research & Development and Benefit ts thereon
Another important addition to our Information
Our New Business Accelerator (NBA) which started Technology portfolio is the Cyber Security Operations
in 2017, is continuing to drive business innovation in Centre (SOC). Cyber threats continue to evolve and are
Cyient. The number of initiatives under development becoming more sophisticated, evasive, and persistent.
has increased to 19 in total with more to come. The first With attackers finding resourceful ways to penetrate
Annual Report | 2018-19

initiatives are now in the market entry stage and we see organizations by avoiding detection and breaching
strong interest from our customers in this new offerings. security controls, the key to cyber defense is to develop
These include for example the Cyient IoT Platform, a SOC that will continuously evolve to effectively counter
the Cyient Augmented/Virtual Reality Platform or our such advanced attacks. SOC where our security analysts
SmartCity Platform. Our Precision Agriculture initiative and partner security analysts work together to monitor,
(in cooperation with a major Agriculture company) detect, assess, and mitigate any potential cyber threat
shows very promising results already in significantly to the organization. SOC will help us to detect potential
89
cyber threats, create workarounds to neutralize them, 4. Foreign Exchange Earnings and Outgo
and take suitable proactive measures to strengthen
existing security systems. Most of your company’s earnings are from the export
of Engineering and Software Services. During the year,
We have deployed in-house developed Asset export earnings accounted for 82% of the total income.
Management System (AMS) tool for all pan India sites. In order to promote product sales and services, your
AMS is a fully integrated, real-time Asset Management company participated in various exhibitions and carried
System which allows us to streamline life cycle product promotion activities. Details of Foreign Exchange
management operations of IT assets and workspace Earnings and Outgo areas follows:
management across departments and locations while
(` in million)
providing comprehensive, improved support and
enhanced decision-making experience. Year ended Year ended
Particulars March 31, March 31,
In addition to the above three initiatives we have 2019 2018
implemented Disaster Recovery (DR) for corporate
Foreign Exchange Earning 14,577 13,266
critical IT applications. DR allows to maintain and quickly
resume mission-critical functions within a pre-defined Foreign Exchange Outgo 1,816 1,765
recovery time during any disaster or natural calamities
such as storms, earthquakes, floods, hurricanes, tsunamis On behalf of the Board of Directors
etc and other incidents like cyber-attacks, equipment
failures and even terrorism. The DR site is hosted at a
third party Teir-3 ISO27001 certified data center which
B.V.R. Mohan Reddy
resides in a different seismic zone about 500 KM away
Executive Chairman
from the primary data center. DR ensures business
(DIN-00058215)
continuity, prevention of data loss and safeguards our IT Place : Hyderabad
setup from unexpected failures. Date : 25 April 2019
Annual Report | 2018-19

90
The Cyient Blacktown, Sydney, office opened
a new Experience Center to showcase key
solutions and initiatives that address
the needs of the dynamic communications
industry.

Annual Report | 2018-19

91
Management Discussion and Analysis Annexure-F

Global Economic Outlook 2018, in Berlin. Aligned with our S3 strategy and approach
The global economy is expected to slow down in 2019, to expanding the project and product value chain of our
particularly in developing economies where growth is key clients, CyceroTM, is a testimonial of our commitment
projected to be 4.2%. International trade and investment are towards safety in Rail. Along with a number of solutions
moderating and trade tension and financial market pressures leveraging technology to address emerging industry trends
are expected to escalate the slowdown in global activity. such as augmented reality and smart asset maintenance.
These new offerings have been well received by our key clients
In all, global growth is projected to grow at 2.9 percent in 2019
and the industry, and have been endorsed by leading industry
and 2.8 percent in 2020-21, as economic slack continues,
experts as well.
monetary policy accommodation in advanced economies is
reversed and global trade gradually slows1. The Zinnov Zones for Product Engineering Services
Aerospace & Defense report positioned Cyient in the “Leadership Zone” in the
transportation industry for the year. This is the seventh
The global Aerospace & Defense (A&D) industry is expected to
consecutive year that we have been placed in the leadership
witness growth over the year. With strong commercial aircraft
zone.
order backlog and a strengthening defense expenditure, there
is continued optimism across global markets. After periods Our outlook for FY20 and beyond continues to be positive. This
of spending austerity early in the decade, the next couple of is driven by industry growth in our focus segments of rolling
years will see a fresh recapitalization cycle on a global level, stock and signaling, our strong long-term client relationships,
and growth in the Asia Pacific region in particular. a robust opportunity pipeline, and the increasing momentum
in strategy execution.
The Aerospace and Defense Business Unit (BU) witnessed
growth driven growth in key accounts and new solution Energy & Utilities
development. Over the year the BU made significant From FY20 onwards the Energy & Natural Resources Business
investments in digital solutions and manufacturing capabilities in IENR BU and the Utilities business in U&G BU will be
which is expected to contribute to the growth in the coming combined into a new business unit called Energy & Utilities
years. Cyient became the first India-based company to (E&U). The intent of doing this is to leverage synergies in these
receive Part Manufacturing Approval (PMA) from the FAA for segments to build end to end capabilities across the energy
various aircraft—a key development in this fiscal. Additionally, value chain including raw material mining, power generation,
we rolled out a new digital quality notification solution that transmission & distribution and the associated equipment.
was designed and built by Cyient and was successfully
delivered to multiple clients across the world. This year we From the industries outlook perspective, the oil & gas
won a contract from a major European OEM to build and lead industry continues to recover from the last few years of weak
an engineering Centre of Excellence (CoE) in India focused prices, enforced capital discipline, portfolio realignments,
on avionics solutions. We also formed a partnership with a and productivity efficiencies. The outlook for the mining
technical publication solutions provider that will allow us to sector is positive with rising commodity prices. The sector
build on our S1000D expertise for rapid technical publication is experiencing strong outlook of future orders and reduced
development and digital content management. operational costs. On the mining front, there is expected to be
an upturn in the next one to two years and new deposits have
We also won many awards and accolades and were recognized
been identified in key minerals that supply the electronics
by major industry analysts. The key among them being Pratt
industries; i.e., lithium.
& Whitney supplier awards for “Supplier Highest Productivity”
Award, “Supplier Innovation Award” and “Consistent Supplier The utilities industry is witnessing significant growth due to
productivity” Award. We were also identified as a “Major an investment in distributed and renewable power generation
Contender” in the Everest Group Verification & Validation projects and increasing regulatory driven requirements. Large
Engineering Services PEAK Matrix™ 2018 and were named as investments in grid modernization, renewable, mobility and
one of the Top 20 Most Promising Aerospace Tech Solutions smart metering continue to dominate capital investments,
Providers by CIO Review. supported by operational processes to manage increasing
Transportation volumes of data.
The Transportation industry has outperformed predicted The growth in the BU was driven by new customer additions
growth forecasts, supported by strong growth in rolling stock and new solutions offerings. More established solution
Annual Report | 2018-19

and signaling. With these segments being our core focus oﬀerings like iDMS for utilities continue to gain traction.
areas, the general long-term outlook for Transportation There is increased focus on ADMS readiness, data quality and
BU remains positive. Our value proposition continues to governance across utilities and solutions for remote sensing
resonate well with the key industry trends of multimodality, and change detection from satellite imagery. Along with this,
standardization, digitization, and internationalization. we will focus on key strategic oﬀerings around connected
We unveiled our new product, CyceroTM, for rail cab audio equipment, asset management, plant engineering and digital
alarm notification, at the industry’s flagship event, InnoTrans twin solutions for capital projects. We also see opportunities

92
in predictive analytics, manufacturing engineering and In the second year of partnership with Xynteo, a Norway
renewables. based international advisory firm, we have conceptualized
The outlook for FY 20 continues to remain strong with growth an ecosystem platform, MedtechConnect aimed at
expected in Europe and North America markets. We continue minimizing the time to take a product from lab to market. The
to focus on the development of solutions and working with platform connects players from all aspects of the medical
our expanding partner ecosystem to secure deals that bring technology value chain—innovation, product development,
on-board both synergic and complementary technologies. and commercialization, with the intent of taking affordable
diagnostics to the rural in India. We also expanded our
SIA
corporate venture-capital portfolio for medical technology by
Cyient’s Semiconductor, IoT, and Analytics (SIA) BU focuses investing in two innovative technologies, one in point-of-care
on building capabilities to strengthen our leadership position (PoC) diagnostics and the other one in wearables. For FY20,
in digital transformation solutions for our clients across we expect growth to be driven by new clients and through
industries. SIA BU is expected to witness strong growth with monetizing solutions developed.
focus on expanding markets for custom semiconductor and
Communications
digital services. The full integration of Ansem N.V. a custom
analog acquisition, gives Cyient turnkey integrated circuit, The communications industry growth will be driven primarily by
enabling the development of custom ASICs, including smart broadband rollout as demand for high speed data continues to
analog sensors that transform real-world signals into digital increase. The trend of increased data consumption will persist
data. With more than 600 innovative IPs in its portfolio the in 2019 with even greater volumes of data generated by new
BU delivers specialized, mixed-signal circuits for RF design, technologies. The industry will witness massive investments
power management, reliability requirements and unique form in the next wave of technology and infrastructure upgrade to
factors across growing markets like industrial, automotive, establish a 5G ecosystem.
medical technology and healthcare. Along with this our The communications BU continued to play a significant role in
100% acquisition of Cyient Insights has enabled us to provide enabling service providers to achieve their objectives. Cyient
advanced analytics capabilities that help our clients solve plays a strong role in designing and building fibre networks,
complex problems and make smarter, data-driven decisions
small cell, and 5G rollouts. The growth for our business
to improve their business outcomes. Over the year, we
continues to be strong, we will see continued momentum
also made tremendous progress in positioning Cyient as a
in FY20 and beyond. Our investments on forging strong
connected car and automotive technology solutions and
relationships with global CSP’s are showing results as we work
services provider in embedded systems, software and turnkey
towards expanding our services and solutions play and align
mixed-signal & analog ASIC solutions. We also successfully
them to industry requirements.
won business from some top tier-1 automotive suppliers. We
continue to make progress by offering unique solutions for Our strategy to invest in people, technology, and infrastructure
digital cockpits, autonomous driving, connected mobility and is paying dividends where we see traction in newer services
electrification of cars. and solutions around SDN, 5G, IoT, and analytics including
implementation of massive MIMO and network planning and
Despite significant headwind and margin pressure on our
traditional layout and physical design services, we increased optimization. The communications BU has been focused on
our focus on pre-silicon verification and post-silicon validation developing client-focused solutions and integrating them into
in semiconductor design services, establishing innovative our portfolio to provide clients with a robust and end-to-end
equipment in our Hyderabad and Bangalore labs. This focus offerings.
is helping us create momentum with clients. We continue to A problem-solution approach to building proof of concept
work with new clients, expanding our foray into unique and with CSPs in-line with our wireless strategy, is now getting
growing applications in AI and autonomous driving. translated into building frameworks that address client
Medical Technology & Healthcare issues. These frameworks leverage our core strengths in both
wireline and wireless solutions. This year we established a
The Medical device industry is poised for steady growth, with
state-of-the-art experience centre at our office in Sydney,
the industry expected to grow at a rate of ~5% during the year.
Australia. The experience center demonstrates innovative
Digital technologies such as Robotic Process Automation
solutions and products using technologies such as IoT,
(RPA), cloud, artificial intelligence (AI), and robotics, to internet
artificial intelligence, analytics, and augmented/virtual reality
of medical things (IoMT), digital and virtual reality will continue
amongst others to bring innovation close to our clients.
to see increased investments with focus on patient centered
care, increased access and affordability, improved quality and Geospatial
Annual Report | 2018-19

lower costs. The geospatial industry is projected to grow at a CAGR of

The Medical Technology and Healthcare (MTH) BU witnessed 13.6% owing to increasing democratization of geospatial
growth through the year driven by growth in cardiology and information and its integration with IT. The global key drivers
in-vitro diagnostics segments. In line with the S3 strategy, of growth are demand for spatial dimension and locational
we continue to invest in developing solutions. Our current context becomes critical for many diverse businesses and
portfolio of solutions includes a pupil screening device and a applications. There is an increasing focus on mobile solutions,
wearable cardiac device. as well as AR/VR, 3D, and indoor-mapping. The growth in the
93
BU was driven by new customer additions and new solutions
offerings. More established solution offerings The BU expects
a strong growth in backed by a strong pipeline and continued
interest in solutions across all geographies.
NBA
Cyient’s New Business Accelerator (NBA) is the innovation
hub set up to develop solutions across different industries.
Developed as an R&D incubator for new technology solutions
and business models, the NBA has grown to include 100+
engineers, product designers and technologists today. By
providing a startup-like environment, NBA helps unleash
the imagination of our engineering teams towards the rapid
development of new solutions that address customer pain
points across a variety of industries. A key focus of the
program is to recruit innovative talent and develop high We will build capability across the Design-Build-Operate-
performance teams. We have put unique processes in place Maintain continuum that define our industries. This will allow
to identify “intrapreneurs” with subject matter expertise to us to create a differentiated business offering, expand our
build the solutions. NBA focuses on understanding the client addressable market and command better margins.
problem, defining, developing, and validating solutions and We will also focus on leveraging key technology drivers
identify the best strategy and business model for market to move up the value continuum —from offering discrete
success. services to integrated solutions. Examples include the iDMS
We started the innovation hub at our Hyderabad and Bangalore solution from the Utilities BU, and the outcome based cost
offices and are in the process of expanding this to other optimization initiative by the Aerospace & Defense BU and
geographies. Setting innovation hubs across geographies Cab alarm unit for Transportation BU.
will allow us better engage with clients to develop solutions. S3 execution is based on the AGILE framework that identifies
Currently, we have 18 solutions being developed. Our first set objectives, actions and measures. The AGILE framework
of solutions are expected to be launched in the market in the focuses on five strategic goals:
coming year. We are witnessing strong traction from clients 1. Ambition: Expanding from services to solutions
for digital solutions such as AR/VR and our drone security
2. Growth: Delivering Industry leading earnings growth
application which we successfully demonstrated with the
Hyderabad police. We will continue to invest in developing our 3. Investments: Prioritizing Investments and maximize
solutions capability in line with our S3 strategy and execution returns
focus. 4. Leadership: Developing 2030’s talent
Business Strategy 5. Execution: Building an AGILE Culture
Business Outlook
Cyient’s business landscape is continually changing and with
change comes the opportunity to transform our business The changing business landscape provides opportunity for
and significantly accelerate growth. We need to evaluate innovation and technology adoption. As we embark on this
how we can leverage the expanding opportunities in front journey we see immense opportunities for us in the future.
of us to further enhance our value proposition and create a As an organization, we will strive towards our aspirations
differentiated position in the market. without compromising on our core values. Our outlook for FY
20 continues to remain strong. We are confident of a strong
In this context, our vision statement defines Where we want performance through the year.
to be in the future, the S3 strategy articulates How we will
Internal Controls and adequacy
get there and the AGILE execution framework defines What
actions we must take to get there. Our organizations values ‘‘Values FIRST’’ are defined,
communicated and constantly reinforced to ensure that
Cyient’s vision is to “Apply technology imaginatively to solve
we adhere to these values as our guiding principles. The
problems that matter”. Combining our technology capabilities
Company’s global presence across multiple countries and
Annual Report | 2018-19

with “the power of ideas” we can make a distinctive and large associate strength makes it imperative for us to have a
positive impact in the markets we serve. robust internal controls framework. The Company has in place
While the vision statement articulates our future, S3 strategy adequate systems of internal control commensurate with its
defines how we intent to get there. S3 articulates our two- size and the nature of its operations. These have been designed
pronged approach to expand from Services to Systems and to provide reasonable assurance with regard to recording
Solutions. and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets
94
from unauthorized use or losses, executing transactions to carry out an independent Investor Satisfaction Survey and
with proper authorization and ensuring compliance of the results of the survey are analysed and improvements are
corporate policies. The Company has a well-defined manual implemented.
for delegation of authority for approving revenue and
Whistle-blower policy
expenditure. The Company uses SAP system, globally, to
record data for accounting, consolidation and management Cyient firmly believes in Values FIRST (Fairness, Integrity,
information purposes, which connects to different locations Respect, Sincerity, Transparency) and the organization-wide
for exchange of information. Whistle-Blower policy is a step towards ensuring transparency
and accountability. The Company believes in the conduct of
M/s Ernst & Young LLP carried out the internal audit for the
the affairs of its constituents in a fair and transparent manner
financial year 2018-19 based on an internal audit plan, which is
by adopting highest standards of professionalism, honesty,
reviewed each year in consultation with the statutory auditors
integrity and ethical behaviour. This allows stakeholders to
(M/s Deloitte Haskins & Sells) and the Audit Committee. The
expose any kind of information or activity that is deemed
internal audit process is designed to review the adequacy of
illegal, unethical, or not correct within the Company that
internal control checks and covers all significant areas of the
is either private or public. The stakeholder can approach
Company’s global operations.
the Ombudsman, without fear, to report any wrong-doing,
The Company has an Audit Committee of the Board of impropriety or malpractice within the Company.
Directors, the details of which have been provided in the
Shareholder Value Creation
corporate governance report.
As a result of our significant growth in revenue and profit over
The Audit Committee reviews audit reports submitted by
the last 5 years, dividend payout has substantially improved
the internal auditors. Suggestions for improvement are
over last 5 years from 25% in FY 14 to 41% in FY19 (excluding
considered and the audit committee follows up on the
impact of buyback in FY19). The Company has achieved
implementation of corrective actions. The committee also
significant improvement in free cash flow (FCF) generation
meets the Company’s statutory auditors to ascertain, inter
capabilities of the business with an increased focus on
alia, their views on the adequacy of internal control systems in
receivables management, tax optimization and prudent capex
the Company and keeps the board of directors informed of its
strategy. These improvements in business performance also
key observations from time to time.
resulted in increase in market capitalization. Our market
The statutory auditors have also independently audited the capitalization has shown CAGR of ~ 6% in last 5 years.
internal financial controls over financial reporting as on March
Revenue Growth
31, 2019 and have opined that adequate internal controls over
financial reporting are existing and that such controls were The Company has witnessed strong revenue growth of 8.7%
operating effectively. Y-o-Y in $ terms and 10.1% in constant currency basis. It has
also sustained robust revenue growth momentum in the last
Enterprise Risk Management (ERM)
5 years with an impressive compounded annual growth rate
The Company has an organization-wide ERM framework. The (CAGR) of 14%. The revenue for the Company is driven by
framework is based on best-in-class standards and covers focus on a well-diversified business and geography portfolio.
various operations of the Company as well as key criteria like
Financial risks, Reputation risks, Regulatory risks, Employee
risks and Customer risks. The audit of ERM is periodically
carried out by Ernst & Young LLP, the Company’s internal
auditors and a report is presented to the Audit Committee.
The Company also has an internal risk committee which
reviews the risk management process on periodic basis.
The Company received an award on “Best risk management
framework and systems” from Kamikaze B2B Media.
Investor Engagement Revenue by Geography
The Company communicates the business outlook, strategies
and new initiatives to its investors in a regular and structured
manner. We believe that communication with the investor
Annual Report | 2018-19

community is as important as timely and reliable financial

performance. We engage multiple communication channels
for this purpose. The Company’s dedicated investor relations
department, along with the Company’s senior management
team, participate in various road shows and investor
conferences. The Company hosts an annual Investor Day at
its premises. The Company also engages an external agency
95
The Company has delivered robust growth in Asia Pacific
(APAC) with significant growth of 19.1% in $ terms and
America has grown by 11.1% in $ terms due to Cyient’
sustained investment in market development.
Revenue by Operating Segments
The Company is operating by three Operating Segments
and each of the segments have grown strongly across all the
geographies and industry segments.

Better Client Mining

The Company continues to focus on improving revenue per
customer by focusing on strategic customers and generating
more up-sell and cross-sell opportunities.
Below chart depicts the contribution of revenue from top 20
customers over the last three financial years. Business Free Cash Flow (FCF) Generation
66.2% The Company has achieved significant improvement in free
cash flow (FCF) generation capabilities of the business in last
3 years.
62.1%
In FY’19, the Company generated Free Cash Flow (FCF) at
58.8% ` 3,770 Mn against FCF generated in FY’18 at ` 2,706 Mn. The
Company’s FCF to EBITDA conversion increased from 39%
in FY’18 to 48.4% in FY’19, due to positive cash generation
in DLM business of ` 111 Mn, improved working capital
management, optimizing the capital expenditure and eﬃcient
tax management.
Top 20 Customer revenue % Contribution
Days Sales Outstanding (DSO)
Profits Trend
The Company has delivered consistent improvement in Days
The Company achieved significant growth on all measures of Sales Outstanding (DSO) in recent past owing to focus on
profitability. Net profit has shown double digit growth of 18% better collection cycle management. Total DSO stands at
and 5 year CAGR stands at 8%. 88 days in FY 19 as compared to 80 days in FY 18. Increase is
primarily attributable to the increase in unbilled revenue. The
Company is confident of continued improvement in DSO and
is taking steps to reduce the DSO further.
*DSO Calculation: Total receivables at the end of quarter/
(Quarterly Annualized Revenue*90)
Tax Rate
The eﬀective tax rate for the organization has decreased by
270 bps from 25.7% in FY’18 to 23% in FY’19, due to various
tax initiatives taken during the financial year.
Annual Report | 2018-19

Capex
The Company ended the FY’19 with capital expenditure of
` 1,367 Mn, which is 3% of total revenue.
Net worth
Net worth of the company has grown by 39% in last 5 years
from ` 18,441 Mn to ` 25,622 Mn. It is mainly attributed to
96
the profitable growth in each of the last years, driven by both and associate referred to as “the Group”. The discussion
organic and inorganic initiatives. should be read in conjunction with the consolidated financial
statements and related notes to the consolidated accounts of
Cyient for the year ended March 31, 2019.
CONSOLIDATED FINANCIAL RESULTS

31-Mar-19 31-Mar-18

Particulars % of % of
₹ Mn ₹ Mn
Revenue Revenue
Revenue from
46,175 100% 39,175 100%
operations
Other income 1,340 2.9% 1,519 3.9%
Total income 47,515 40,694
Return to investors Expenses
Dividend payment trend for the company has improved Employee benefits
25,374 55.0% 21,877 55.8%
substantially in last 5 years. The dividend payout for expense
the Company stands at 41% (excluding impact of Cost of materials
3,936 8.5% 3,272 8.3%
buyback in FY19). The dividend for the full year at consumed
` 15 per share, which is the highest ever. During the year, the Purchases of stock-
108 0.2% - -
Company has also bought back equity shares at an average in-trade
price of ` 640.21 per share. The Company expects the current Changes in
dividend payout ratio to be maintained in the near term. inventories of
finished goods, 141 0.3% -201 -0.5%
Market Capitalization stock-in-trade and
Market capitalization of the Company has improved work in progress
significantly in last 5 years. The market capitalization of the Excise duty on sale
- 0% 36 0%
Company has grown from ` 56,660 Mn in FY 2015 to ` 71,747 of goods
Mn in FY 2019. Operating,
administration and 10,288 22.3% 8,837 22.6%
other expenses
Finance costs 326 0.7% 204 0.5%
Depreciation
and amortisation 1,114 2.4% 1,052 2.7%
expense
Total expenses 41,287 89.4% 35,077 89.5%
Profit before tax,
share of profit
from associate &
6,228 13.5% 5,617 14.3%
JV, exceptional
item and non-
controlling interest
FINANCIAL PERFORMANCE FOR THE YEAR 2018-19 Exceptional Items 35 0.1% 50 0.1%
(CONSOLIDATED) Profit before tax,
share of profit from
The financial results of Cyient Limited under Indian AS associate & JV and 6,193 13.4% 5,567 14.2%
discussed below are for the Consolidated results of Cyient non-controlling
Limited and its subsidiaries, which includes the performance interest
of its subsidiaries, joint venture and associate. Preparation
Tax expense 1,427 3.1% 1,380 3.5%
and presentation of such consolidated financial statements
Annual Report | 2018-19

depicts comprehensively the performance of the Cyient group Profit before share
of profit from
of companies and is more relevant for understanding the
associate company 4,766 10.3% 4,187 10.6%
overall performance of Cyient. Standalone results of Cyient
& JV and non-
excludes the performance of its subsidiaries, joint venture controlling interest
and associate. This part of the Management Discussion and
Share of profit from
Analysis refers to the consolidated financial statements of
associate company 5 0% -156 -0.3%
Cyient (“the Company”) and its subsidiaries, joint venture & Joint Venture
97
31-Mar-19 31-Mar-18 Increase in subcontracting charges is in line with revenue
growth and directly related.
Particulars % of % of
₹ Mn ₹ Mn Travel and Repairs & maintenance expenses have remained
Revenue Revenue
flat as a percentage of revenue.
Share of non-
14 0.03% 23 0.05% Rent expense increased due to addition of new leased
controlling interest
premises in India and increase in hardware lease rental
Net Profit charges.
attributable to the 4,785 10.4% 4,054 10.3%
shareholders Finance costs
ANALYSIS Finance costs is at 0.7% as a percentage of revenue, marginal
increase of 0.2% is due to increase in borrowings related to an
Revenue
acquisition, in line with Company policy.
Revenue grew by 17.9% in rupee terms and by 8.7% in US$
Depreciation and amortisation expense
terms. The growth in constant currency is 10.1%. Growth was
recorded across major geographies. Depreciation and amortisation expense remained constant
` 1,114 Mn in FY 19 (2.4% of revenue) as compared to ` 1,052
Other income
Mn in FY 18 (2.7% of revenue).
Other income for FY 19 was at ` 1,340 Mn as compared to
Exceptional item
` 1,519 Mn in FY 18. Reduction in other income is primarily on
account of loss on forward contracts settlement and foreign Exceptional item for FY 19 relates to net impact of ` 35 Mn on
exchange loss on remeasurement, compensated with an dissolution of Cyient Insights LLC, wholly owned subsidiary of
increase in tax incentives on export of merchandise and Cyient Insights Private Limited.
reversal of certain liabilities no longer required. Exceptional item for FY 18 relates to loss on divestment of
The movement of Rupee against major currencies was as its investment of 49% shareholding in Infotech Aerospace
follows: Services Inc ( Associate company).
Tax expense
YE March 2019 YE March 2018
Closing Average Closing Average The effective tax rate has decreased from 25.7% in FY 2018 to
23% in FY 2019.
USD 69.22 69.93 65.10 64.50
Decrease in tax expense is on account of tax initiatives taken
EUR 77.77 80.97 80.09 75.43
during the financial year.
GBP 90.42 91.81 91.32 85.51
Share of profit from associate company & Joint Venture
AUD 49.06 50.98 50.04 49.89
The share of profit from associate company and joint venture
Employee benefits expense
has increased from ` (156) Mn in FY 18 to ` 5 Mn in FY 19.
Employee benefits expense includes salaries which have fixed
During FY 18, the Company has recognized a loss of ` 160
and variable components, contribution to retirement and
Mn as ‘share of loss from associate’ incurred up to the date
other funds and staff welfare expenses.
of divestment in Infotech Aerospace Services Inc. due to
Employee benefits expense as a percentage of revenue from hurricane in Puerto Rico.
operations stands at 55% for FY19 as compared to 55.8% in
Net Profit attributable to the shareholders
FY18. Despite the increase in headcount we have been able to
control the cost through operational efficiencies. The net profit stands at ` 4,785 Mn for FY 19, which is an
increase of 18% over FY 18.
Operating, administration and other expenses
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2019
YE March 2019 YE March 2018
₹ Million
% of % of
` Million ` Million 31-Mar-19 31-Mar-18
Revenue Revenue
EQUITY AND LIABILITIES
Rent 1,051 2.3% 796 2.1%
Shareholders’ funds
Travel 1,501 3.3% 1,337 3.4%
Annual Report | 2018-19

Subcontracting - Share capital 552 563

charges 3,539 7.7% 2,825 7.2% -     Reserves and surplus 25,070 22,879
Repairs and Total - Shareholders’ funds 25,622 23,442
maintenance 1,184 2.6% 972 2.5%
Non-current liabilities
Others 3,013 6.4% 2,907 7.4%
-     Long-term borrowings
1,813 1,009
Total 10,288 22.3% 8,837 22.6% and liabilities
98
₹ Million • The Buyback shall not exceed ` 2,000 Mn (Maximum
Buy back size) excluding the transaction charges. The
31-Mar-19 31-Mar-18
Maximum Buyback Size represents 9.79% of aggregate
-     Long-term provisions 1,157 898 of the Company’s paid up equity capital and free reserves
-     Deferred tax liabilities (net) 405 356 based on the standalone audited financial statements of
Total - Non-current liabilities 3,375 2,263 the Company as at March 31, 2018, which is in compliance
with the maximum permissible limit of 10% of the
Current liabilities total paid up equity share capital and free reserves in
-     Short-term borrowings 2,137 1,780 accordance with Sec 68(2) of Companies Act, 2013.
-     Trade payables 3,712 3,813 • As of March 31, 2019, the scheme of Buyback was open
-     Other current liabilities 3,333 2,483 and as of March 31, 2019, the Company bought back
2,570,518 equity shares as a part of the aforementioned
-     Short-term provisions 713 545
buyback process resulting in total cash outflow of `
Total - Current liabilities 9,895 8,621 1,695 Mn (including ` 27 Mn towards transaction costs
TOTAL - EQUITY AND of buyback). Out of 2,570,518 equity shares bought back,
38,892 34,326
LIABILITIES the Company extinguished 1,930,102 shares as at March
ASSETS 31, 2019 and the remaining were extinguished in the
month of April 2019 as per the records of the depositories.
Non-current assets
In line with the requirement of Companies Act, 2013,
-    Property, plant and an amount of ` 1,682 Mn have been utilised from the
5,563 4,941
equipment securities premium account for the Buyback. Further, in
-    Goodwill 5,257 3,549 accordance with section 69 of the Companies Act 2013,
-     Non-current investments 267 298 capital redemption reserve of ` 13 Mn, representing the
nominal value of shares bought back, has been created as
-     Deferred tax assets (net) 294 321 an appropriation from general reserve.
-     Other non-current assets 1,658 1,761
Reserves and Surplus
Total - Non-current assets 13,039 10,870
Reserves and surplus as at March 31, 2019 stood at ` 25,070
Current assets Mn as compared to ` 22,879 Mn as at March 31, 2018.
-     Inventories 1,833 1,312 • Securities premium account decreased by ` 1,483 Mn
-     Current investments 278 1,130 majorly on account of utilization for Buyback of equity
-     Trade receivables 8,137 6,913 shares.

- Cash and cash equivalents 9,705 9,807 • Balance in profit and loss, after appropriation of dividend,
stood at ` 16,515 Mn (` 13,584 Mn as at March 31, 2018).
- Other current assets 5,900 4,294
• Foreign currency translation reserve increased from
Total - Current assets 25,853 23,456
` 549 Mn as at March 31, 2018 to ` 640 Mn as at March
TOTAL ASSETS 38,892 34,326 31, 2019, due to movement in currency exchange rates
Share capital during the year. Use of diﬀerent exchange rates for
translation (income & expenses at average rates and
The company has only one class of shares – equity shares assets & liabilities at closing rates) gives rise to exchange
of par value of ` 5 each. The Authorised share capital of the diﬀerence which is accumulated in foreign currency
Company was 280,000,000 equity shares. translation reserve.
Buyback of equity shares: Borrowings
• The Board of Directors, at its meeting held on February 1, The long term borrowings increased from ` 1,009 Mn as at
2019, approved a proposal for the Company to buy back March 31, 2018 to ` 1,813 Mn as at March 31, 2019.
its fully paid-up equity shares of face value of ` 5 each
from the eligible equity shareholders of the Company The short-term borrowings increased from ` 1,780 Mn as at
other than promoters, promoter group and persons who March 31, 2018 to ` 2,137 Mn as at March 31, 2019.
Annual Report | 2018-19

are in control of the company, at a price not exceeding These funds have been utilized for acquisition during the year
` 700 per equity share (Maximum Buyback price), for an and other working capital requirements.
aggregate amount not exceeding ` 200 crore ( Maximum
Trade payables
Buy back size), payable in cash from the open market
route through the stock exchange mechanism under the Trade payables consist of payables towards purchase of goods
Buyback Regulations and the Companies Act. and services and stood at ` 3,712 Mn as at March 31, 2019
(` 3,813 Mn as at March 31, 2018).
99
Short-term provisions in previous year. During the year, Company sold 24,375
shares held in Murata for a consideration of ` 236 Mn
Short term provisions increased from ` 545 Mn as at March
(USD 3,470,675) resulting into gain of ` 109 Mn (net of tax
31, 2018 to ` 713 Mn as at March 31, 2019 due to increase in
of ` 45 Mn), being transferred from ‘other comprehensive
income tax payable (net of advance taxes) and current portion
income’ to ‘retained earnings’. Balance shares continue
of employee benefits.
to be fair valued through other comprehensive income.
Property, plant and equipment
• The Company has invested an amount of ` 104 Mn (USD
Increase of ` 622 Mn in property, plant and equipment is 1,500,000) as a part of ‘simple agreement for future
primarily attributable towards the additions of computer equity’ (“SAFE”) with Spry Health Inc. during the year.
software, infrastructure facilities and assets acquired from The Company has right to certain shares of Spry Health
the acquisitions. Inc. based on terms and conditions specified in the
Further, Company has entered into an agreement with a third agreement.
party, wherein it was granted technology license to develop, • The Company has also invested an amount of ` 69 Mn
test and commercially utilise the benefits from such testing (USD 1,000,000) in Series A Preferred Stock in Jana Care
and development activity. Development costs incurred during Inc. during the year.
the year ended March 31, 2019 was ` 217 Mn.
Cash and cash equivalents
Goodwill
Total cash and cash equivalents consists of:
Goodwill represents the excess of purchase consideration
over net assets of acquired subsidiaries. (` Million)
• Goodwill as at March 31, 2019 stood at ` 5,257 Mn (` As at March As at March
3,549 Mn as at March 31, 2018) and the increase is due to 31, 2019 31, 2018
acquisition of Ansem NV and New Technology Precision Cash and bank balances 9,705 9,807
Machining Co. Inc.
Investment in Mutual funds 278 1,130
• On April 4, 2018, the Company through its wholly- Total 9,983 10,937
owned step down subsidiary Cyient Defense Services
Inc. acquired 100% equity shares of New Technology Cash and bank balances including investment in mutual
Precision Machining Co., Inc., USA (“New Tech”). New funds has decreased from ` 10,937 Mn as at March 31, 2018
Tech is in the business of providing precision machining to ` 9,983 Mn as at March 31, 2019, mainly due to buyback of
services primarily making tools and parts according to the equity shares.
customer specifications. The Company deploys its surplus funds in investments in
• On April 26, 2018, the Company through its wholly owned fixed deposits and in debt-based mutual funds in line with an
subsidiary Cyient Europe limited has acquired AnSem NV, approved policy.
a leading custom analog and mixed-signal application- Trade receivables
specific integrated circuits (ASICs) design company.
The trade receivables have increased from ` 6,913 Mn as at
AnSem specializes in advanced analog, radio frequency,
March 31, 2018 to ` 8,137 Mn as at March 31, 2019 mainly due
and mixed-signal integrated circuit design and provides
to increase in business.
custom ASICs for clients around the world across key
industries, including automotive, medical, industrial,
Other current assets
smart home, and smart grid, with long-life applications of
five to ten years. Other current assets have increased from ` 4,294 Mn as at
March 31, 2018 to ` 5,900 Mn as at March 31, 2019, primarily
Non-current investments
due to increase in unbilled revenue during the year and
Non-current investments have reduced from ` 298 Mn as at receivables from government authorities on export incentives
March 31, 2018 to ` 267 Mn as at March 31, 2019 on account of: and other statutory receivables. The Company regularly
• During the previous year, the entire shareholding of VIOS monitors unbilled revenue, separately as well as collectively,
Medical Instruments Inc. (“VIOS”) was acquired by Murata along with trade receivables.
Annual Report | 2018-19

Manufacturing Co. Limited (“Murata”), Japan, as part

of a plan of its merger. The Company received shares of Financial Ratios
Murata on October 13, 2017 as consideration in lieu of its Following are ratios for the current financial year and their
shares held in VIOS and accordingly recognized the gain comparision with preceeding financial year, along with
of ` 192 Mn as a part of its other comprehensive income explanations where the change has been 25% or more when
compared to immediately preceeding financial year:

100
Sl. No Ratio description March 31, 2019 March 31, 2018 Change % Explanation
1 Debtors Turnover (in days) 88 80 10%
2 Inventory Turnover (in days) 121 125 -3%
3 Interest coverage ratio 20.1 27.6 -27% Refer note (i)
4 Current ratio 2.61 2.72 -4%
5 Debt equity ratio 0.15 0.13 15%
6 Operating margin (%) 14% 14% 0%
7 Net profit margin (%) 10% 10% 0%
8 Return on Net Worth (%) 19.5% 18.2% 7% Refer note (ii)
(i) Decrease in ‘interest coverage ratio’ is due to increase in interest expense for borrowings availed for acquisitions and working
capital requirements.
(ii) The increase in ‘return on net worth’ is mainly attributable to 10% growth in net profit during the year.

Threats, Risks and Concerns

Risk description Risk impact Risk mitigation
Shift in US VisaHigher immigration costs due to tougher Our focus is on hiring local talent within each of our global
policies application procedures regions including US.
Foreign currencyA major portion of our revenues are in There is Board-approved hedging policy in place, which
volatility foreign currencies and significant portion of is reviewed periodically. Prudent hedging against adverse
our expenses are in Indian rupees. foreign exchange movements helps in minimizing the
Volatility in exchange rates between Indian impact.
rupee and other foreign currencies may
impact our operating results.
Global economic Economic uncertainties in leading Broad-based and well diversified business mix across
uncertainty economics like US and Europe can impact geographies allows us to minimize the impact on our
the demand for our services. business.
Overall economic environment continues
to be volatile and such volatility may affect
business sentiments.
Cost pressures Increase in employee costs and other There is a continuous focus on increasing productivity and
operating expenses may create pressure on employee utilization.
margins Offshoring of services is also explored wherever possible.
There is a regular process of employee pyramid correction.
Competition In this highly competitive environment, There is focus on providing higher value and differentiated
risks there may be severe impact on margins due services
to pricing pressures We are also getting into new business models.
Integration risks Misaligned acquisitions or mismanaged There is a dedicated team monitoring the post-merger
in Mergers & integration may result in failure to achieve integration with well laid out plans. There is a periodic
Acquisitions the strategic objectives of the acquisition review of the activities and the same are reported to the
Board
Data privacy and In a connected world, businesses are The Company has a stringent Cyber Security policy which
cyber security extremely vulnerable to cyber-attacks, ensures timely resolution of incidents.
leading to loss of data and damage to The Company also has in place firewalls, data encryption,
reputation. data backup mechanism, patches etc.
There are also audits conducted periodically by external
agencies.
Annual Report | 2018-19

Compliance Being a global company, we are exposed to The Company has an in-house compliance team which
risks laws and regulations of multiple countries monitors global compliances. The team receives updates
on changes in regulations from specialist consultants and
circulates the same internally.
People Function
As an organization we constantly strive to be the employer of choice for our associates. Cyient’s people function is very closely
aligned to our Vision and the S3 strategy and work towards talent acquisition, talent retention and developing next line of leaders.
101
We constantly try to incorporate healthy and innovative HR As part of this initiative we shortlisted six community colleges
practices that provide us an edge over our competition. Over across North America to help us drive the Train+ Hire model of
the last year we made good progress on our strategy actions recruitment. We are now in the planning phase to design and
and are well aligned to achieve them. The total head count as customize the training program across these colleges.
on 31 March 2019 was 15,084. EMEA
Some of the key initiatives we embarked on over the year are Our recent acquisition Ansem N.V in Belgium has a long-
as follows: standing relationship with one of Europe’s leading technical
Early Career Initiatives universities, KU Leuven, in Belgium. Through this partnership
Ansem recruits graduates and interns as part of their future
As part of early career initiative our focus has been on talent development plans. We plan to expand this to the rest
innovative ways to recruit fresh talent into the organization of the organization in the coming years.
that gives us an edge over our competition. Key actions
initiated as part of this program are as follows: Leadership Development

India Emerging Leader and Business Leader program

Cyient and TASK Sign an MOU to Help Engineering Students Leadership development continues to be a key focus area
Build Skills and Improve Employability. for Cyient. Our flagship leadership training programs for
Emerging Leaders and Business Leaders continue, and we
Getting industry-ready talent has always been a challenge. have trained 56 managers across both the programs during
Cyient has, therefore, adopted a Train + Hire Model to the year. The coverage for these programs continues to be
address this critical gap in employability. Under this model, across business units, functions, and our markets. These
students across colleges are trained by diﬀerent agencies in programs are spread over nine months and include working
critical skills to help them become job-ready. As part of this on action learning projects where managers work on as part
Cyient has partnered with Telangana Academy of Skills and of cross-functional teams and take on business challenges
Knowledge (TASK) is a government non-profit organization outside their normal work scope.
set up to create synergy between industry, academia, and the
government to enable skill development and creation of talent Along with this succession planning and the individual
specifically required by the industry. TASK currently operates leadership development process has been further
in the State of Telangana with almost 550 registered colleges. strengthened by extending the talent review process to the
As part of this initiative our focus will be on the following: next layer of leadership—essentially covering the top 5% of
senior managerial talent across the company through this
• Enhance our talent pipeline structured process. The process is now built into Workday, our
• Access to industry-ready talent HCM tool, to make it scalable.

• Reduced training investments For senior management development, we have initiated a

pilot program with a world-renowned consulting company
Fresher Campus Hiring: to assess and coach our high-potential business leaders to
Each year Cyient approaches select colleges across India for enable them to build on their strengths and be future ready.
its campus hiring program. However, this year, we moved to a Executive Leadership Program
diﬀerent model to target hiring the right talent. We launched
a digital campaign for hiring campus fresher’s for the year. Another initiative started as part of leadership development
As part of this we received 75,000 profiles. As a next step all is the Executive Leadership Program. As part of this program
the profiles were scrutinized and shortlisted candidates were senior leaders at Cyient are exposed to the learnings in
put through an online assessment, which was conducted global business schools with the focus on providing them
across India at nodal centers identified by Cyient. Currently, transformational learning experience and develop them for
shortlisted candidates are going through the interview global leadership roles. As part of this program three senior
process. This initiative helped us expand our reach beyond the leaders attended global programs across major business
colleges we had established relations with and tap into a larger schools.
more diversified resource pool. Career and Competency Progression Initiative
North America The Career and Competency Progression Initiative was
Annual Report | 2018-19

In FY19, we launched the Early Career Program initiative NAM launched to redefine the technical career path for associates
with focus on developing industry-ready engineers through and define the critical competencies for career progression.
the “Train to Hire” model. The program is custom-designed Under the initiative, a competency framework is developed
in partnership with educational institutions to create a path to outline the roles and processes along with the design,
to employment for students, helping them gain the skills and launch, and implementation of technical career paths. This
knowledge that Cyient require. initiative was first launched in the Rail Transportation BU

102
with initial focus on completing the evaluation of associate Emerging Skills Development
competencies and identifying gaps. These gaps will be Adoption of digital technologies is crucial for Cyient to oﬀer
addressed through an Individual Development Plan. The optimized solutions. Digital technologies equip Cyient to
initiative received an enthusiastic response and will be rolled respond rapidly to market changes and deliver the innovation
out to other functions in FY20. that customers need. Opportunities to leverage these
Design Thinking Program technologies exist across the business value chain ranging
from spotting opportunities, participating in or managing
As part of the NBA initiative we rolled out a design thinking multidisciplinary projects, and delivering digitally-driven
training for our associates with an intent to build the projects, to engaging with customers and emphasizing the
innovative mindset. As part of this program associates we benefits of adopting digital technologies.
exposed to the concepts of design thinking. They were able to A number of initiatives were undertaken at Cyient to prepare
apply them in the workshop and to the projects. A lean start- us for the future business landscape. One such step is the
up methodology was used where associates were encouraged establishment of a framework to provide orientation and
to do real-time research and come up with possibilities develop capabilities in emerging technologies. The framework
and MVPs. In some cases, just applying the design thinking has varied program structures targeting roles of associates
mindset helped resolve issues and generate solutions. and specific learning outcomes.

Technical delivery associates have a structured learning path (101 to 103), which begins with an appreciation of technology and
being an advocate of technology. The learning path allows enthusiasts to pursue proficiency in building models and deep dive into
technology with mentoring support. Delivery managers and business leaders have diﬀerent learning paths that enable them to
have informed conversations with stakeholders. Multiple methodologies—online, remote, classroom, and practice sessions—
are used for learning.
Key Diversity and inclusion Initiatives
Global Mentorship Program
Cyient is committed to being a diverse and inclusive organization. As part of this our key focus is on gender diversity. To drive
gender diversity one key initiative we started was the global mentorship program called ‘DIEL’ (Diversity, Inclusivity and Equity-
Driven Leadership). The first series of this program will kick-start with 50 women associates. This will enable an increase in the
Annual Report | 2018-19

number of women in leadership roles at Cyient. Cyient is making significant investments in this program to improve its gender
diversity ratios in the mid and senior management levels.
This program will provide yearlong mentoring to 50 women associates. Cyient has tied up with the Hay Group (Korn Ferry), a
leading global HR consultancy, to program manage this initiative at global level.
1
Thailand Economic Monitor: Inequality, Opportunity And..,
http://documents.worldbank.org/curated/en/154541457736805518/Thailand-Economic-M
103
Form No. AOC-2 Annexure-G
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis
The company has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s
length during financial year 2018-19.
2. Details of material contracts or arrangement or transactions at arm’s length basis
(a) Name(s) of the related party and nature of relationship
Sl. No. Name of the Company Relationship
1 Cyient Europe Limited Subsidiary
2 Cyient Benelux BV Step down subsidiary
3 Cyient Schweiz GmbH Step down subsidiary
4 Cyient SRO Step down subsidiary
5 AnSem NV Step down subsidiary
6 AnSem B.V. Step down subsidiary
7 Cyient Inc. Subsidiary
8 Cyient Canada Inc. Step down subsidiary
9 Cyient Defense Services Inc. Step down subsidiary
10 B&F Design Inc. Step down subsidiary
11 New Technology Precision Machining Co., Inc. Step down subsidiary
12 Cyient GmbH Subsidiary
13 Cyient AB Step down subsidiary
14 Cyient KK Step down subsidiary
15 Cyient Insights Private Limited Subsidiary
16 Cyient DLM Private Limited Subsidiary
17 Cyient Australia Pty Limited Subsidiary
18 Cyient Singapore Private Limited Subsidiary
19 Cyient Israel India Limited Subsidiary
20 Cyient Engineering (Beijing) Limited Subsidiary
21 Cyient Solutions and Systems Private Limited Subsidiary
22 Cyient Urban Microskill Centre Foundation Subsidiary
23 Infotech HAL Limited Joint Venture
(b) Nature of contracts/arrangements/transactions
IT Enabled Engineering Services & Geospatial Services.
(c) Duration of the contracts/arrangements/transactions
Inter-company agreements entered into with subsidiary companies, as amended and ongoing.
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
To provide IT Enabled Engineering Services & Geospatial Services to the client/customers to the company as a
tripartite agreement.
The payment terms of each project as per the intercompany agreements entered with the respective subsidiaries.
(e) Date(s) of approval by the Board, if any: Not applicable as these are at arms’ length basis and in the ordinary course of
the business.
(f ) Amount paid as advances, if any: Nil
For and on behalf of the Board
Annual Report | 2018-19

B.V.R. Mohan Reddy

Place : Hyderabad Executive Chairman
Date : 25 April 2019 (DIN-00058215)

104
Celebrating 20 years of partnership
with Esri
Recognized as a “Cornerstone Partner” by Esri. We have been working
seamlessly with our clients to deliver Esri-based solutions across industries.

Jack Dangermond, President, Esri (center)

with Cyient representatives at the Esri Partner Conference
Annual Report | 2018-19

105
Form No. MGT-9 Annexure-H
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 MARCH 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration)Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN L72200TG1991PLC013134
ii) Registration Date 28 August 1991
iii) Name of the Company Cyient Limited
iv) Category/Sub-Category of the Company Company Limited by shares/Indian Non-Government Company
v) Address of the Registered oﬃce and contact details 4th Floor, ‘A’ Wing,
Plot No. 11, Software Units Layout, Infocity,
Madhapur, Hyderabad 500 081, Telangana.
Tel: 040-6764 1322; Fax:040-6662 4368
E-mail:Company.secretary@cyient.com
Website: www.cyient.com
vi) Whether listed Company Yes
vii) Name, Address and Contact details of Karvy Fintech Private Limited
Registrar and Transfer Agent, if any Unit: Cyient Limited
Karvy Selenium Tower B, Plot 31-32,
Financial District, Gachibowli,
Nanakramguda, Hyderabad – 500 032, Telangana.
Contact Person: Mr. Mohd Mohsin Uddin,
Manager-Corporate Registry
Ph: 040 - 6716 1562
E-mail: mohsin.mohd@karvy.com
Website: www.karvyfintech.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Name and Description NIC Code of the % to total turnover
of main products/services Product/service of the Company
Software Enabled Engineering and GIS services 62099 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND JOINT VENTURE COMPANIES

Extent of holding (%)
Sl. Name and address of the Country of As at As at Applicable
CIN / GLN
No. Company# Incorporation March 31, March Section
2019 31, 2018
Subsidiaries
1 Cyient Europe Limited Not Applicable U.K. 100% 100% Sec. 2(87)
2 Cyient Benelux BV Not Applicable Netherlands 100% 100% Sec. 2(87)
3 Cyient Schweiz GmbH Not Applicable Switzerland 100% 100% Sec. 2(87)
4 Cyient SRO Not Applicable Czech 100% 100% Sec. 2(87)
Republic
5 Cyient Inc. Not Applicable U.S.A 100% 100% Sec. 2(87)
6 Cyient Canada Inc. Not Applicable Canada 100% 100% Sec. 2(87)
Annual Report | 2018-19

7 Cyient Defense Services Inc. Not Applicable U.S.A 100% 100% Sec. 2(87)
8 Certon Software Inc.(i) Not Applicable U.S.A - 100% Sec. 2(87)
9 Certon Instruments Inc.(i) Not Applicable U.S.A - 100% Sec. 2(87)
10 B&F Design Inc Not Applicable U.S.A 100% 100% Sec. 2(87)

(Contd.)
106
Extent of holding (%)
Sl. Name and address of the Country of As at As at Applicable
CIN / GLN
No. Company# Incorporation March 31, March Section
2019 31, 2018
11 Cyient GmbH Not Applicable Germany 100% 100% Sec. 2(87)
12 Cyient AB Not Applicable Sweden 100% 100% Sec. 2(87)
13 Cyient KK Not Applicable Japan 100% 100% Sec. 2(87)
14 Cyient Insights Private U72200TG2013PTC087527 India 100% 51% Sec. 2(87)
Limited
15 Cyient Insights LLC (ii) Not Applicable USA - 51% Sec. 2(87)
16 Cyient DLM Private Limited U31909KA1993PTC014470 India 100% 74% Sec. 2(87)
17 Cyient Australia Pty Limited Not Applicable Australia 100% 100% Sec. 2(87)
18 Cyient Singapore Private Not Applicable Singapore 100% 100% Sec. 2(87)
Limited
19 Cyient Israel India Limited Not Applicable Israel 100% 100% Sec. 2(87)
20 Cyient Solutions and Systems U72501TG2017PTC116600 India 51% 100% Sec. 2(87)
Private Limited
21 Cyient Engineering (Beijing) Not Applicable China - - Sec. 2(87)
Limited(iii)
22 AnSem NV (iv) Not Applicable Belgium 100% - Sec. 2(87)
23 AnSem B.V. (iv) Not Applicable Netherland 100% - Sec. 2(87)
24 New Technology Precision Not Applicable USA 100% - Sec. 2(87)
Machining Co., Inc. (iv)
25 Cyient Urban Microskill U85300TG2018NPL127543 India - - Sec. 2(87)
Centre Foundation(v)
Joint Venture
26 Infotech HAL Limited U29200KA2007PLC043691 India 50% 50% Sec. 2(6)

# Addresses of subsidiaries: Details of subsidiaries/joint venture company address are listed elsewhere is the Annual Report.

Notes:

(i) During the year, Certon Software Inc. was merged into Cyient Inc. and Certon Instruments Inc. was dissolved.
(ii) During the year, Cyient Insights LLC was dissolved.
(iii) On March 25, 2016, the Company incorporated a wholly owned subsidiary, Cyient Engineering (Beijing) Limited, in China.
There is no investment in the subsidiary till March 31, 2019 and the subsidiary is yet to commence commercial operations.
(iv) Companies acquired during the year.
(v) Company incorporated during the year.

Annual Report | 2018-19

107
iv) i) SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity
No. of shares held at the beginning of the year No. of shares held at the end of the year
(1 April 2018) (31 March 2019) %
Change
Sl. Category of No of No of
No of shares shares in % of No of shares % of during
No Shareholder shares in Total
in Total total in Demat total the
Physical Physical Year
Demat form shares form shares
form form
(A) PROMOTER AND PROMOTER GROUP
1 INDIAN
(a) Individual/HUF 8,088,085 0 8,088,085 7.18 8,098,085 0 8,098,085 7.29 0.11
(b) Central 0 0 0 0 0 0 0 0.00 0
Government/State
Government(s)
(c) Bodies Corporate 16,884,951 0 16,884,951 15.00 16,884,951 0 16,884,951 15.20 0.20
(d) Financial 0 0 0 0 0 0 0 0.00 0
Institutions/Banks
(e) Others 0 0 0 0 0 0 0 0.00 0
Sub-Total A(1) : 24,973,036 0 24,973,036 22.18 24,983,036 0 24,983,036 22.48 0.30
2 FOREIGN
(a) Individuals (NRIs/ 0 0 0 0 0 0 0 0.00 0.00
Foreign Individuals)
(b) Bodies Corporate 0 0 0 0 0 0 0 0.00 0.00
(c) Institutions 0 0 0 0 0 0 0 0.00 0.00
(d) Qualified Foreign 0 0 0 0 0 0 0 0.00 0.00
Investor
(e) Others 0 0 0 0 0 0 0 0.00 0.00
Sub-Total A(2) : 0 0 0 0 0 0 0 0.00 0.00
Total A=A(1)+A(2) 24,973,036 0 24,973,036 22.18 24,983,036 0 24,983,036 22.48 0.30
(B) PUBLIC SHAREHOLDING
1 INSTITUTIONS
(a) Mutual Funds/UTI 20,905,093 0 20,905,093 18.57 15,026,734 0 15,026,734 13.52 -5.05
(b) Financial 18,295 0 18,295 0.02 33,917 0 33,917 0.03 0.01
Institutions/Banks
(c) Central 0 0 0 0 0 0 0 0.00 0.00
Government/State
Government(s)
(d) Venture Capital 0 0 0 0 0 0 0 0.00 0.00
Funds
(e) Insurance 7,998,732 0 7,998,732 7.10 7,746,797 0 7,746,797 6.97 -0.13
Companies
(f) Foreign 45,515,730 0 45,515,730 40.42 49,445,158 0 49,445,158 44.50 4.08
Institutional
Investors
(g) Foreign Venture 0 0 0 0 0 0 0 0.0000 0.00
Capital Investors
(h) Qualified Foreign 0 0 0 0 0 0 0 0.0000 0.00
Investor
(i) Others 0 0 0 0 0 0 0 0.0000 0.00
Foreign 1,500,000 0 1,500,000 1.33 15,00,000 0 15,00,000 1.35 0.02
Collaborators
Sub-Total B(1) : 75,937,850 0 75,937,850 67.44 73,752,606 0 73,752,606 66.38 -1.06
2 NON-INSTITUTIONS
(a) Bodies Corporate 665,802 1,500 667,302 0.59 1,281,238 1500 1,282,738 1.15 0.56
(b) Individuals
(i) Individuals 5,028,032 317,742 5,345,774 4.75 5,450,150 285,492 5,735,642 5.16 0.41
Annual Report | 2018-19

holding nominal
share capital upto
` 1 lakh
(ii) Individuals 1,685,833 0 1,685,833 1.50 1,506,440 0 1,506,440 1.36 (0.14)
holding nominal
share capital in
excess of ` 1 lakh

(Contd.)
108
No. of shares held at the beginning of the year No. of shares held at the end of the year
(1 April 2018) (31 March 2019) %
Change
Sl. Category of No of No of
No of shares shares in % of No of shares % of during
No Shareholder shares in Total
in Total total in Demat total the
Physical Physical Year
Demat form shares form shares
form form
(c) Others
Alterate 0 0 0 0 29,366 0 29,366 0.03 0.03
Investment Fund
NBFCs registered 75,210 0 75,210 0.07 325 0 325 0.00 -0.07
with RBI
Foreign Nationals 288,893 16,050 304,943 0.27 265,777 16,050 281,827 0.25 -0.02
Foreign Bodies 0 0 0 0 0 0 0 0 0.00
Clearing Members 152,758 0 152,758 0.14 184,660 0.00 184,660 0.17 0.03
Non Resident 2,757,559 417,000 3,174,559 2.82 2,901,598 200,550 3,102,148 2.79 -0.03
Indians
Trusts 54,375 162,120 216,495 0.19 260 162,120 162,380 0.15 0.03
IEPF 62,242 0 62,242 0.06 93,421 0 93,421 0.08 0.03
(d) Qualified Foreign 0 0 0 0 0 0 0 0.00 0.00
Investor
Sub-Total B(2) : 10,770,704 914,412 11,685,116 10.39 11,713,235 665,712 12,378,947 11.14 0.76
Total B=B(1)+B(2) : 86,708,554 914,412 87,622,966 77.83 85,465,841 665,712 861,31,553 77.52 0.30
Total (A+B) : 111,681,590 914,412 112,596,002 100.00 110,448,877 665,712 111,114,589 100.00 0.00
(C) Shares held by 0 0 0 0 0 0 0 0.00 0.00
custodians, against
which
Depository 0 0 0 0 0 0 0 0.00 0.00
Receipts have been
issued
1 Promoter and 0 0 0 0 0 0 0 0.00 0.00
Promoter Group
2 Public 0 0 0 0 0 0 0 0.00 0.00
GRAND TOTAL 111,681,590 914,412 112,596,002 100.00 110,448,877 665,712 111,114,589 100.00 0.00
(A+B+C) :
Note: i. Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholders.
ii. Change in Percentage adjusted after Buyback & ESOP.
ii) Shareholding of Promoters
Shareholding at the beginning of the year Shareholding at the end of the year
(1 April 2018) (31 March 2019)
Sl. % of shares % of shares
Shareholder’s name % of total pledged/ % of total pledged/
No. No. of shares of No. of shares of
encumbered encumbered
shares the shares the
to total to total
Company Company
shares shares
1 B.V.R. Mohan Reddy 3,358,254 2.98 0 33,68,254 3.03 0.00
2 Krishna Bodanapu 1,850,760 1.64 0 1,850,760 1.67 0.00
3 B. Sri Vaishnavi 1,793,008 1.59 0 1,793,008 1.61 0.00
4 B. Sucharitha 912,883 0.81 0 912,883 0.82 0.00
5 D. Nageswara Reddy 115,200 0.10 0 115,200 0.10 0.00
6 Carol Ann Reddy 38,400 0.03 0 38,400 0.03 0.00
7 B.V.S. Ratna Kumari 15,600 0.01 0 15,600 0.01 0.00
8 A. Amala Reddy 3,680 0.00 0 3,680 0.00 0.00
9 B. Ashok Reddy 300 0.00 0 300 0.00 0.00
Annual Report | 2018-19

10 Vineyard Point Software 11,256,634 10.00 0 11,256,634 10.13 0.00

Private Limited
11 Infocad Enterprises 5,628,317 5.00 0 5,628,317 5.07 0.00
Private Limited
Total 24,973,036 22.18 0 24,983,036 22.48 0.00

109
iii) Change in promoters’ shareholding (Pl. specify, if there is no change)
Shareholding at the beginning of Cumulative shareholding at the
the year end of the year
Sl.
Name of the Promoter % of total % of total
No.
No. of shares shares of the No. of shares shares of the
Company Company
1 B.V.R. Mohan Reddy 3,358,254 2.98
Increase/Decrease during the year 10,000 0.04
At the end of the year 33,68,254 3.03
2 B. Sucharitha 912,883 0.81
Increase/Decrease during the year Nil Nil
At the end of the year 912,883 0.82
3 Krishna Bodanapu 1,850,760 1.64
Increase/Decrease during the year Nil Nil
At the end of the year 1,850,760 1.67
4 B. Sri Vaishnavi 1,793,008 1.59
Increase/Decrease during the year Nil Nil
At the end of the year 1,793,008 1.61
5 D. Nageswara Reddy 115,200 0.10
Increase/Decrease during the year Nil Nil
At the end of the year 115,200 0.10
6 Carol Ann Reddy 38,400 0.03
Increase/Decrease during the year Nil Nil
At the end of the year 38,400 0.03
7 B.V.S. Ratna Kumari 15,600 0.01
Increase/Decrease during the year Nil Nil
At the end of the year 15,600 0.01
8 A. Amala Reddy 3,680 0
Increase/Decrease during the year Nil Nil
At the end of the year 3,680 0
9 B. Ashok Reddy 300 0
Increase/Decrease during the year Nil Nil
At the end of the year 300 0
10 Vineyard Point Software Private Limited 11,256,634 10.00
Increase/Decrease during the year Nil Nil
At the end of the year 11,256,634 10.13
11 Infocad Enterprises Private Limited 5,628,317 5.00
Increase/Decrease during the year Nil Nil
At the end of the year 5,628,317 5.07
Annual Report | 2018-19

110
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the Cumulative shareholding
beginning of the year at the end of the year
Sl.
Name of the Top 10 Shareholders % of total % of total
No. No. of No. of
shares of the shares of the
shares Company shares Company
1 Amansa Holdings Private Limited 7,235,341 6.43 7,435,341 6.69
2 ICICI Prudential Life Insurance Company Limited 4,895,072 4.35 5,500,426 4.95
3 T. Rowe Price International Discovery Fund 4,349,392 3.86 4,349,392 3.91
4 First State Investments ICVC 3,848,615 3.42 3,991,981 3.59
5 Aditya Birla Sun Life Trustee Private Limited A/C 6,096,318 5.41 3,626,204 3.26
Aditya Birla Sun Life Equity Hybrid '95 Fund
6 Fidelity Investment Trust Fidelity Series Emerging - - 3,526,987 3.17
7 Reliance Capital Trustee Co. Ltd- Reliance ETF 5,851,927 5.20 3,442,414 3.10
Dividend Opportunities
8 Franklin Templeton Mutual Fund A/C Franklin India 4,662,015 4.14 3,340,758 3.01
Taxshield
9 Government Pension Fund Global 4,114,502 3.65 2,405,832 2.17
10 RBC Emerging Markets Small - Cap Equity Fund 1,916,675 1.70 2,128,480 1.92
Note: 1. The shares of the Company are traded on a daily basis on the stock exchanges and hence date wise increase/ decrease in
shareholding is not provided.
2. The details of date-wise increase/decrease will be provided at the request of shareholder.

v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the Cumulative shareholding
beginning of the year during the year
Sl.
Name of the Directors and KMP % of total % of total
No. No. of No. of
shares of the shares of the
shares Company shares Company
1 B.V.R Mohan Reddy 3,358,254 2.98
— Executive Chairman
Increase/Decrease during the year 10,000 0.04
At the end of the year 3,368,254 3.03
2 Krishna Bodanapu 1,850,760 1.64
— Managing Director & Chief Executive Oﬃcer
Increase/Decrease during the year Nil Nil
At the end of the year 1,850,760 1.67
3 M.M. Murugappan 30,000 0.03
—Independent Director
Increase/Decrease during the year Nil Nil
At the end of the year 30,000 0.03
4 Ajay Aggarwal 20,375 0.02
— Chief Financial Oﬃcer
Increase/Decrease during the year 9,109 Nil
At the end of the year 29,484 0.03
5 Sudheendhra Putty 0 0
— Company Secretary
Annual Report | 2018-19

Increase/Decrease during the year 168 Nil

At the end of the year 168 0
Note: None of the other directors hold any shares in the Company.

111
V. INDEBTEDNESS
Company has not availed any loans during the year and is debt-free.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in `)
Name of MD/WTD/Manager
Sl.
Particulars of Remuneration B.V.R. Mohan Reddy Krishna Bodanapu Total
No.
Executive Chairman MD & CEO
1 Gross salary 18,000,000 14,400,000 32,400,000
(a) Salary as per provisions contained in section Nil Nil Nil
17(1) of the Income-tax Act,1961
(b) Value of perquisites u/s 17(2) Income-tax 7,948,184 6,768,000 14,716,184
Act,1961
(c) Profits in lieu of salary under section 17(3) Nil Nil Nil
Incometax Act, 1961
2 Stock Options Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission
(a) as % of Profit 55,180,528 82,770,791 137,951,319
(b) Others, Specify Nil Nil Nil
5 Others, please specify Nil Nil Nil
Total (A) 81,128,712 1,03,938,791 185, 067 503
Ceiling as per the Act 282,800,204 282,800,204 565,600,408

B. Remuneration to other directors: (Amount in `)

Sl.
Particulars of Remuneration Commission
No.
1 Independent Directors
i K. Ramachandran 1,200,000
ii Som Mittal 1,200,000
iii John Paterson 2,807,368
iv Andrea Bierce 2,807,368
v Vinai Kumar Thummalapally 2,807,368
vi Vikas Sehgal 1,406,706
Total (1) 12,228,810
2 Other Non-Executive Directors
i Alain De Taeye Not claimed
ii M.M. Murugappan 1,200,000
Total (2) 1,200,000
Total (B) =(1+2) 13,428,810
Overall Ceiling as per the Act 622,160,449
Annual Report | 2018-19

Total Managerial Remuneration (A+B) 198,496,313

112
C. Remuneration to Key Managerial Personnel other than Managing Director, Whole-time Directors and/or
Manager: (Amount in `)
Name of KMP other than MD/WTD/Manager
Sl. Ajay Aggarwal
Particulars of Remuneration Sudheendhra Putty Total
No. Chief Financial
Company Secretary
Oﬃcer
1 Gross salary
(a) Salary as per provisions contained in
section 17(1)of the Income-tax Act,1961 23,081,243 2,647,378 25,728,621
(b) Value of perquisites u/s17(2)
Income-tax Act,1961 Nil Nil Nil
(c) Profits in lieu of salary under section 17(3) 5,096,258 280,955 5,377,214
Income Tax Act, 1961
2 No. of Stock Options exercised 9,109 168 9,277
3 Sweat Equity Nil Nil Nil
4 Commission
(a) as % of Profit Nil Nil Nil
(b) Others, Specify Nil Nil Nil
5 Others, please specify Nil Nil Nil
Total (A) 28,177,501 29,28,333 31,105,835

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

A. COMPANY
Section of the Details of Penalty/ Authority Appeal made,
Brief
Type Companies punishment/compounding {RD/NCLT/ if any
Description
Act fees imposed COURT} (give details)
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

B. DIRECTORS
Section of the Details of Penalty/ Authority Appeal made,
Brief
Type Companies punishment/compounding {RD/NCLT/ if any
Description
Act fees imposed COURT} (give details)
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL

C. OTHER OFFICERS IN DEFAULT

Section of the Details of Penalty/ Authority Appeal made,
Brief
Type Companies punishment/compounding {RD/NCLT/ if any
Description
Act fees imposed COURT} (give details)
Penalty NIL NIL NIL NIL NIL
Annual Report | 2018-19

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

113
Independent Auditor’s Certificate on Annexure-I

Corporate Governance
To
The Members of Cyient Limited
1. This certificate is issued in accordance with the terms of as applicable for the purpose of this certificate and as
our engagement letter dated July 18, 2018. per the Guidance Note on Reports or Certificates for
Special Purposes issued by the ICAI which requires that
2. We, Deloitte Haskins & Sells, Chartered Accountants, the
we comply with the ethical requirements of the Code of
Statutory Auditors of Cyient Limited (“the Company”),
Ethics issued by the ICAI.
have examined the compliance of conditions of
Corporate Governance by the Company, for the year 7. We have complied with the relevant applicable
ended onMarch 31, 2019, as stipulated in regulations 17 requirements of the Standard on Quality Control (SQC)
to 27 and clauses (b) to (i) of regulation 46(2) and para C 1, Quality Control for Firms that Perform Audits and
and D of Schedule V of the SEBI (Listing Obligations and Reviews of Historical Financial Information, and Other
Disclosure Requirements) Regulations, 2015 (the Listing Assurance and Related Services Engagements.
Regulations). Opinion
Managements’ Responsibility 8. Based on our examination of the relevant records
3. The compliance of conditions of Corporate Governance and according to the information and explanations
is the responsibility of the Management. This provided to us and the representations provided by
responsibility includes the design, implementation the Management, we certify that the Company has
and maintenance of internal control and procedures complied with the conditions of Corporate Governance
to ensure the compliance with the conditions of the as stipulated in regulations 17 to 27 and clauses (b) to (i)
Corporate Governance stipulated in Listing Regulations. of regulation 46(2) and para C and D of Schedule V of the
Auditor’s Responsibility Listing Regulations during the year ended March 31, 2019.
4. Our responsibility is limited to examining the procedures 9. We state that such compliance is neither an assurance as
and implementation thereof, adopted by the Company to the future viability of the Company nor the efficiency
for ensuring compliance with the conditions of the or effectiveness with which the Management has
Corporate Governance. It is neither an audit nor an conducted the affairs of the Company.
expression of opinion on the financial statements of the
Company. For DELOITTE HASKINS & SELLS
5. We have examined the books of account and other Chartered Accountants
relevant records and documents maintained by the (Firm’s Registration No.008072S)
Company for the purposes of providing reasonable
assurance on the compliance with Corporate
Governance requirements by the Company.
C. Manish Muralidhar
6. We have carried out an examination of the relevant Partner
records of the Company in accordance with the Guidance
(Membership No. 213649)
Note on Certification of Corporate Governance issued
Place : Hyderabad
by the Institute of the Chartered Accountants of India
Date : April 25, 2019
(the ICAI), the Standards on Auditing specified under
Section 143(10) of the Companies Act 2013, in so far UDIN: 19213649AAAAAJ3848

Managing Director & CEO’S Declaration Annexure-J

I, Krishna Bodanapu, Managing Director & CEO do hereby declare that pursuant to the provisions of Schedule V of the SEBI
LODR Regulations, 2015 all the members of the Board and Senior Management Personnel of the Company have furnished their
Annual Report | 2018-19

aﬃrmation of compliance with the Code of Conduct of the Company, for the financial year ended 31 March 2019.

For Cyient Limited,

Place: Hyderabad Krishna Bodanapu

Date : 25 April 2019 Managing Director & CEO
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CEO/CFO Certification pursuant to Annexure-K

SEBI (LODR) Regulations, 2015

The Board of Directors
Cyient Limited
Hyderabad.

25 April 2019

Sub: Certificate pursuant to Regulation 17 (8) of the SEBI LODR Regulations, 2015

A. We have reviewed financial statements and the cash flow statement (standalone and consolidated) for the year 2018-19
and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;

(2) these statements together present a true and fair view of the company’s aﬀairs and are in compliance with existing
accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are
fraudulent, illegal or violative of the company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the eﬀectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the
auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the audit committee

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and

(3) that are no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company’s internal control system over financial reporting.

Krishna Bodanapu Ajay Aggarwal

Managing Director & CEO Chief Financial Oﬃcer

Annual Report | 2018-19

115
CYIENT POSITIONED AS AN “ESTABLISHED
AND EXPANSIVE” PLAYER IN ZINNOV ZONES’
ER&D SERVICES REPORT 2018

We maintained our leadership position in the “Overall

Ratings” category for the seventh consecutive year
and were also placed in the “Leadership Zone” in four
key industry verticals— aerospace, energy & utilities,
transport, and construction &
heavy machinery.

In addition, we were placed in the “Execution Zone” for medical devices and
semiconductor, and as an “Established and Niche” player in three horizontals—
design and simulation engineering, quality assurance engineering, and user
experience engineering.
Annual Report | 2018-19

116
Report on Corporate Governance
Company’s Philosophy on Corporate Governance
Application of Excellence in functioning permeates
Corporate governance is about internalizing and manifesting best management every level of the company
a firm commitment to the adoption of best practices across practices
the company to deliver value in all of its dealings with a Compliance of law Enhancing value to all stakeholders
wide group of stakeholders encompassing associates, in letter and spirit by appropriate compliance of law
customers, vendors, regulators and shareholders at all times. and maintaining the socio-economic
balance
It is the evolution of a system by which the values, principles,
management policies and procedures of the company are Adherence to Ensuring fairness, integrity, respect,
inculcated. ethical standards sincerity and transparency in all its
dealings with stakeholders
It is in this background that the company endeavours to
embrace and imbibe good governance practices. The company Best Governance Practices
believes that corporate governance is an integral means for The company constantly raises the benchmark in its relentless
the existence of the company. It ensures adherence to the pursuit of corporate and business excellence. As such, it
moral and ethical values, legal and regulatory framework and adopts, adapts and implements - voluntarily - some of the
the adoption of good practices beyond the realms of law. most robust and laudable good governance practices across
Good corporate governance is an intrinsic part of the the board. These include:
company’s fiduciary responsibility as a responsible citizen. • Implementing a group governance policy
As such, the emphasis is on transparency of operations. The • Voluntary rating of corporate governance practices by
company recognizes that to attract, meet and surpass the third party
expectations of global investors, statutory disclosures and
reporting norms are not suﬃcient and voluntary adherence • Paperless and interactive communication amongst the
to best international disclosure practices is a sine qua non. directors through a customized web based portal - a
These practices enable the company to establish enduring sustainability initiative that helps in ease and pace of
relationships with all the stakeholders and optimize the decision-making
growth paradigm. • Following all the Secretarial Standards issued by the
Corporate governance in the company is predicated upon Institute of Company Secretaries of India
an ethos of transparency, accountability, fairness and overall • Increased board and board committee interaction
sustainability. It aims at the following: through optimum use of technology - conduct of board
• Fulfilling long-term strategic goals; meetings in the electronic mode

• Maintaining excellent relations with customers and • Vendor, Investor and associate satisfaction surveys
suppliers; conducted to elicit feedback from stakeholders

• Taking care of the interests of the associates; • Policies and procedures for disclosure and dissemination
of information by the company
• Caring for the environment and local community;
• Internal Audit conducted by independent professionals
• Complying with all applicable laws and regulatory
requirements • All board committees headed by independent directors

Corporate governance is intertwined with the business of the • Separate meetings of independent directors
company and the principles are dovetailed into its activities. • Board committee on Diversity and inclusion.
The company’s philosophy on corporate governance is
Good governance policies
eﬀectively encapsulated below:
The company constantly strives to conduct its business
Sustainable Company ensures the growth of and strengthen its relationships in a dignified, distinctive
development of all all those associated with it on a and responsible manner. The company lives by the ethos
stakeholders sustainable basis
of Values FIRST - Fairness, Integrity, Respect, Sincerity and
Eﬀective Company maximizes wealth and Transparency in all its operations and dealings. Towards this,
management and judiciously deploys the wealth so
Annual Report | 2018-19

the company has adopted several policies and guidelines for

distribution of created for providing maximum
wealth benefit to all stakeholders; it ethical and transparent operations. These include:
enhances wealth creation capabilities • Code of conduct for board of directors and senior
to promote sustainability management
Discharge of social Company takes a holistic approach to • Code of business conduct for all associates
responsibility stakeholders by including the entire
society and contributing to its welfare • Code of Conduct for prevention of insider trading
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• Code of Practices & Procedures for disclosure of As the company is debt free, no credit ratings were obtained.
unpublished price sensitive information In recognition of its exemplary corporate governance
• Prevention of sexual harassment policy practices, the company was awarded the coveted National
• Policy on related party transactions Award for Excellence in Corporate Governance by the
Institute of Company Secretaries of India in 2014.
• Policy on material subsidiaries
Compliance with SEBI Regulation on Corporate Governance
• Data privacy policy
The company complies with the corporate governance
• Whistle blower policy/vigil mechanism provisions as specified in chapter IV of the SEBI (Listing
• Policy on board diversity Obligations & Disclosure Requirements) Regulations, 2015.
The company lives by the principles of corporate governance
• Environment, health and safety policy
and implements them in a manner so as to achieve the
• Anti-corruption policy following avowed objectives.
• Policy on preservation of documents The rights of shareholders
• Dividend payment policy The company protects and facilitates the exercise of the
• Criteria of Payment of Remuneration to Non-Executive rights of shareholders:
Directors of the Company i. Right to participate in, and to be suﬃciently informed of,
• Familiarization Programme for Non-Executive Directors decisions concerning fundamental corporate changes.

The above policies are available on the website of the company ii. Opportunity to participate eﬀectively and vote in general
(www.cyient.com/investors/corporate-governance) meetings.

Global compliance initiatives iii. Being informed of the rules, including voting procedures
that govern general meetings.
The company adopted a global compliance framework to
further accentuate its governance process and articulate iv. Opportunity to ask questions to the board of directors,
how the values, purpose and structure contribute towards its to place items on the agenda of general meetings, and to
stakeholders and society. The initiative ensures that the best propose resolutions, subject to reasonable and statutory
governance practices percolate across the group and there is limitations.
uniformity in the governance regime. v. Exercise of ownership rights by all shareholders, including
In order to meet the requirements of General Data Protection institutional investors.
Regulations (GDPR), the company has been working diligently vi. Adequate mechanism to address the grievances of the
to put in place a new data privacy framework including: shareholders.
improved procedures, policies, communications and training
vii. Protection of minority shareholders from abusive actions
materials in line with the guidance received from the regulator
by, or in the interest of, controlling shareholders acting
and is committed to ongoing improvements in the area of
either directly or indirectly, and effective means of
data privacy both within Europe and its operations globally.
redress.
The company published a Modern Slavery Statement
Timely information
outlining the steps that it has taken to ensure that there
is no modern slavery in its business and supply chains. In The company provides adequate and timely information
addition to ensuring compliance with the applicable laws, to shareholders, including but not limited to sufficient and
this demonstrates company’s commitment to transparent timely information concerning the date, location and agenda
business practices and to protection of workers’ rights. of general meetings, as well as full and timely information
regarding the issues to be discussed at the meeting.
Ratings and recognitions
Equitable treatment
ICRA, the leading rating agency (A Moody’s Investors Service
Company) has reaffirmed a rating of CGR2+ (pronounced The company ensures equitable treatment of all shareholders,
C G R two plus) for the Corporate Governance practices including minority and foreign shareholders:
of the company. The rating of CGR2 implies that, in ICRA’s i. All shareholders of the same series are treated equally.
current opinion, the rated company has adopted and follows
ii. Effective shareholder participation in key corporate
Annual Report | 2018-19

such practices, conventions and codes as would provide its

financial stakeholders a high level of assurance on the quality governance decisions, such as the nomination and
of corporate governance. The “+” sign suffixed to the rating election of members of board of directors, is facilitated.
symbol indicates a relatively higher standing within the iii. Exercise of voting rights by foreign shareholders is
category. This was a pioneering and voluntary initiative of the facilitated.
company. iv. The company has devised and implemented a framework
to avoid insider trading and abusive self-dealing.
118
v. Processes and procedures for general shareholder internationally accepted standards, the
meetings allow for equitable treatment of all shareholders. effectiveness of its systems of internal control, and
vi. Procedures adopted by the company do not make it the independence of the external audit process;
unduly difficult or expensive to cast votes. f. oversee the implementation of effective risk
management and proactively review the risk
Role of stakeholders in corporate governance
management approach and policies annually or with
i. The company recognises the rights of its stakeholders any significant business change;
and encourages co-operation:
g. ensure a formal, fair and transparent process for
ii. The company respects the rights of stakeholders that nomination, election and evaluation of directors;
are established by law or through mutual agreements.
h. appoint the Chief Executive Officer (CEO) and
Stakeholders have the opportunity to obtain effective
develop succession plans;
redressal for violation of their rights.
i. align CEO and senior management remuneration
iii. Stakeholders shall have access to relevant, sufficient and
with the long term interests of the company and its
reliable information on a timely and regular basis to enable
shareholders; and
them to participate in corporate governance process.
j. conduct an objective board evaluation on a regular
iv. The company has devised an effective whistle blower basis, consistently seeking to enhance board
mechanism enabling stakeholders, including individual effectiveness.
employees and their representative bodies, to freely
communicate their concerns about illegal or unethical The role of the board includes responsibilities for
practices. entrepreneurial leadership, risk management, strategy,
securing the necessary financial and human resources
Disclosure and transparency and performance review. The board also sets the
The company ensures timely and accurate disclosure company’s values and standards, and ensures it meets its
on all material matters including the financial situation, obligations to shareholders and others.
performance, ownership, and governance of the company, in
Board Composition and Category of Directors
the following manner:
The Company’s policy is to maintain optimum combination of
i. Information is prepared and disclosed in accordance with
Executive and Non-Executive Directors. The composition of
the prescribed standards of accounting, financial and
the Board and category of Directors are as follows:
non-financial disclosure.
ii. Channels for disseminating information provide for equal, Promoter, Executive 1) B.V.R. Mohan Reddy
timely and cost efficient access to relevant information Directors 2) Krishna Bodanapu
by users. Independent Directors 1) K. Ramachandran
2) Som Mittal
iii. Minutes of the meeting are maintained explicitly
3) Andrea Bierce
recording dissenting opinions, if any.
4) John Paterson
Board of Directors 5) Vinai Kumar Thummalapally
The board is accountable to shareholders and other 6) Vikas Sehgal*
stakeholders and is responsible for protecting and generating Non-Executive, Non- 1) M.M. Murugappan**
sustainable value over the long term. In fulfilling their role -Independent Directors 2) Alain De Taeye
effectively, board of directors of the company: *He was appointed as an additional director on 17 October
a. guide, review and approve corporate strategy 2018.
and financial planning, including major capital **He was re-designated as Non-Independent, Non-Executive
expenditures, acquisitions and divestments; director w.e.f. 7 October 2018, consequent upon amendments
b. monitor the effectiveness of the company’s to SEBI (LODR) Regulations.
governance practices, environmental practices, and Mr. Krishna Bodanapu is the son of Mr. B.V.R. Mohan Reddy.
social practices, and adhere to applicable laws; None of the other directors are related to any other director
c. embody high standards of business ethics and on the Board.
oversee the implementation of codes of conduct The Board’s decisions and actions are aligned with the
Annual Report | 2018-19

that engender a corporate culture of integrity; company’s best interests. It is committed to the goal of
d. oversee the management of potential conflicts sustainably elevating the Company’s value creation. The
of interest, such as those which may arise around board critically evaluates the company’s strategic direction,
related party transactions; management policies and their eﬀectiveness. It acts on an
informed basis and in the best interests of the company with
e. oversee the integrity of the company’s accounting
good faith, care and diligence, for the benefit of shareholders,
and reporting systems, its compliance with
while having regard to all relevant stakeholders.
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As on 31 March 2019, the board has 10 directors, comprising (i) 6 Independent (ii) 2 Executive and (iii) 2 Non-Executive. The
composition of the board is in conformity with the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
A. The Board met six times during the year. The Board meets at least four times a year with a maximum gap of not more than
one hundred and twenty days between any two meetings. Additional meetings are held, whenever necessary.
B. The names and categories, inter personal relationship of the Directors on the Board, their attendance at Board meetings
during the year and at the last Annual General Meeting (AGM), as also the details of Directorships across all Companies and
Committee membership/chairpersonship held by them are given below:

Attendance of Meetings held on Attendance

No. of Equity
S. Name of the at last AGM
Designation 19-04- 12-07- 17-10- 6-11- 17-01- 01-02- shares held
No. Director on
2018 2018 2018 2018 2019 2019 on 31.03.2019
12-07-2018
1 B.V.R. Mohan Promoter, Executive Y Y Y Y Y Y Yes 33,68,254$
Reddy Chairman
2 Krishna Promoter, Y Y Y Y Y Y Yes 18,50,760
Bodanapu MD & CEO
3 K. Ramachandran Independent, Non- Y Y Y Y Y N Yes Nil
Executive
4 Som Mittal Independent, Non- Y Y Y Y Y Y Yes Nil
Executive
5 John Paterson Independent, Non- Y Y Y N Y N No Nil
Executive
6 Vinai Independent, Non- Y Y Y N Y Y Yes Nil
Thummalapally Executive
7 Vikas Sehgal* Independent, Non- NA NA Y N Y Y NA Nil
Executive
8 Andrea Bierce Independent, Non- Y Y Y Y N Y Yes Nil
Executive
9
M.M. Non - Independent, Y Y N Y Y Y Yes 30,000
Murugappan Non-Executive
10 Alain De Taeye Non - Independent, Y N Y N Y N No Nil
Non-Executive
* The board of directors appointed Mr. Vikas Sehgal as an additional director on 17 October 2018.
$
During the year, Mr. B.V.R. Mohan Reddy has purchased 10,000 Equity Shares on the stock exchange on 23 October 2018.
Following are the details of composition of mandatory committees of the company:

Leadership,
Audit and Risk Stakeholders Corporate Social
Nomination &
Name DIN Designation Management Relationship Responsibility
Remuneration
Committee Committee Committee
Committee
K. Ramachandran 00193357 Independent Director Chairman* Chairman Member* Chairman
Som Mittal 00074842 Independent Director Member -- -- --
John Paterson 07102549 Independent Director -- -- -- --
Andrea Bierce 06997266 Independent Director -- -- -- --
Vinai 07797921 Independent Director -- -- Chairman* --
Thummalapally
Vikas Sehgal 05218876 Independent Director -- -- -- --
M.M. Murugappan 00170478 Non-Executive, Non- Member* -- Member --
Independent Director
Alain De Taeye 03015749 Non-Executive, Non- -- -- -- --
Independent Director
Annual Report | 2018-19

B.V.R. Mohan 00058215 Promoter, Executive -- Member -- Member

Reddy Chairman
Krishna Bodanapu 05301037 Promoter, Managing -- Member -- Member
Director & CEO
*Change in the constitution of committees.
Additional details of the composition of board/committees is available on the website of the company i.e. http://www.cyient.
com/investors/corporate-governance/.
120
Details of skills / expertise / competence of the Board of Directors:

Skills / expertise / competence identified for the

S.No. Existing Skills / expertise / competence
company’s business
1 B.V.R. Mohan Reddy Innovation & Entrepreneurship
2 Krishna Bodanapu Strategy & leadership
3 M.M. Murugappan Audit & governance
4 Alain De Taeye Technology
5 K Ramachandran Audit & Human Resources
6 Som Mittal Industrial aﬀairs
7 Andrea Bierce Risk Management & Strategy
8 John Paterson Technology & Strategy
9 Vinai Thummalapally Government aﬀairs
10 Vikas Sehgal Investment Banking
The above are in addition to experience and expertise in general management.
Each director informs the company on an annual basis about the board and board committee positions he/she occupies in
other companies including Chairmanships and notifies changes as and when they occur during the term of their directorship
in the company. None of the directors on the board is a member of more than ten committees or chairperson of more than five
committees across all the public companies in which they are Directors.
The number of directorships, committee chairmanships/memberships held in other companies by each of the Directors is tabled below:

No. of other Directorships and Committee Membership / Chairmanship

Name Board# Committee**
Chairmanship Directorships* Chairmanship Membership
B.V.R. Mohan Reddy Nil 2 Nil 1
Krishna Bodanapu Nil Nil Nil Nil
M.M. Murugappan 6 2 3 1
K. Ramachandran Nil 2 Nil 1
Som Mittal Nil 3 2 Nil
Andrea Bierce Nil Nil Nil Nil
John Paterson Nil Nil Nil Nil
Vinai Kumar Thummalapally Nil Nil Nil Nil
Alain de Taeye Nil Nil Nil Nil
Vikas Sehgal Nil Nil Nil Nil
* Other directorships do not include section 8 companies, private limited companies and companies incorporated outside India.
** Chairmanships / memberships of board committees include only in Audit and Stakeholders Relationship committees as
required under regulation 26(1)(b) of SEBI (LODR) Regulations, 2015.
# Details of directorships of aforesaid Directors, in other listed entities are given below:

S. No. Name of the Name of the listed entity Category

Director
1 B.V.R Mohan Reddy Coromandel International Limited Independent Director
2. Krishna Bodanapu Nil -
3 M.M. Murugappan Coromandel International Limited Chairman
Carborundum Universal Limited Non-Executive, Non- Independent
Chairman
Tube Investments of India Limited Non- Independent Chairman
Annual Report | 2018-19

Cholamandalam Financial Holdings Limited Non-Executive, Non- Independent

Chairman
Mahindra And Mahindra Limited Independent Director
Cholamandalam Investment and Finance Company Non-Executive, Non- Independent
Limited Chairman
4 K. Ramachandran Vodafone Idea Limited Additional Director
Nelco Limited Independent Director
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S. No. Name of the Name of the listed entity Category
Director
5 Som Mittal Axis Bank Limited Independent Director
Sheela Foam Limited Independent Director
6 Andrea Bierce Nil -
7 John Paterson Nil -
8 Vinai Nil -
Thummalapally
9 Alain de Taeye Nil -
10 Vikas Sehgal * NA -
*The Board of Directors appointed Mr. Vikas Sehgal as an additional director on 17 October 2018.
Meetings of the Board
The board meets regularly to discharge its duties and directors allocate adequate time to board meeting preparation and
attendance. Board members are aware of the business, its operations and senior management well enough to contribute
eﬀectively to board discussions and decisions. The board demonstrates that it has the necessary governance policies,
processes and systems in place and as such generates trust and support among its stakeholders. It maintains robust governance
arrangements to ensure it always acts in a way that will generate sustainable value for the company.
During the financial year 2018-19, the Board met 6 times on the following dates:

Quarter Date of meeting

First Quarter (1 April 2018 to 30 June 2018) 19 April 2018
Second Quarter (1 July 2018 to 30 September 2018) 12 July 2018
Third Quarter (1 October 2018 to 31 December 2018) 17 October 2018; 6 November 2018
Fourth Quarter (1 January 2019 to 31 March 2019) 17 January 2019; 1 February 2019

The necessary quorum was present at all the meetings. g) Subsidiary company’s minutes, financial statements
Resolutions by circulation were passed on 7 October 2018. and significant investments;

Mr. S Chidambaram, Company Secretary in practice has h) Reviews the compliance reports of all laws applicable
certified that none of the directors on the board of the to the Company;
company has been debarred or disqualified from being i) Evaluates the Company’s strategic direction,
appointed or continuing as directors of companies by the management policies, performance objectives and
Securities Exchange Board of India/Ministry of Corporate effectiveness of Corporate Governance practices; and
Affairs or any such statutory authority. The certificate is
j) Any other matter that requires the attention and
annexed to this report.
intervention of the Board.
Information given to the Board
Code of Conduct
The company mandatorily provides the following information
to the board and the board committees as required under The company has adopted a code of conduct for all board
regulation 17(7) of SEBI (LODR) Regulations, 2015. Such members and designated senior management. The duties
information is submitted as part of the agenda papers either of Independent Directors as laid down in the Companies Act,
in advance of the meetings or by way of presentations and 2013, are incorporated in the Code of Conduct. The Code of
discussion materials during the meetings. Conduct is available on the website of the Company i.e. http://
www.cyient.com/investors/corporate-governance/.
a) Annual operating plans and budgets, capital budgets,
updates and all variances; All Board members and senior management personnel have
b) Quarterly, Half yearly, Nine months and Annual affirmed compliance with the code of conduct.
results of the company and its subsidiaries; A declaration signed by the CEO to this effect is annexed to
c) Detailed presentations on the business performance this report.
Annual Report | 2018-19

of the company, its BUs and its material subsidiaries; Board Effectiveness
d) Minutes of meetings of the Audit Committee and An effective board is a key feature of the governance journey
other committees; to building a successful company. The duty of the board is to
e) Contract in which Directors and Senior Management represent and protect the interests of all the stakeholders.
Personnel are interested, if any; The board’s role is to provide entrepreneurial leadership of
f) Update on the significant legal cases of the Company; the company within a framework of prudent and effective

122
controls which enables risks to be assessed and managed. An against objective criteria and with due regard for the
effective board develops and promotes its collective vision benefits of diversity on the board.
of the company’s purpose, its culture, its values and the Term of Board membership
behaviour it wishes to promote in conducting its business. In
particular, it: The executive directors are appointed by the shareholders
for a period of five years at a time; they are eligible for
• provides direction for management;
reappointment in accordance with the provisions of the
• lays down strategy and vision; Act. The board on the recommendations of the Leadership,
• demonstrates ethical leadership, displaying - and Nomination and Remuneration committee considers the
promoting throughout the company - behaviour appointment/ re-appointment of executive and non-
consistent with the culture and values it has defined for executive directors. Independent directors are appointed
the company; for a term of up to 5 years. Non-executive, non-independent
• creates a performance culture that drives value creation directors retire by rotation as per the provisions of the
without exposing the company to excessive risk of value Companies Act, 2013.
destruction; As per company policy, the retirement age for directors is 70
• makes well informed and high quality decisions based on years.
a clear line of sight into the business; Memberships in other boards
• creates the right framework for helping directors meet Executive directors are allowed to serve on the boards
their statutory duties under the relevant statutory and of corporate or government bodies whose interests are
regulatory regimes; germane to the future of the IT and engineering service
• is accountable, particularly to those that provide the business or the key economic or academic institutions of the
company’s capital; and nation, or whose prime objective is to benefit society.
• Implements its governance arrangements and embraces Independent directors are expected not to serve on the
evaluation of their effectiveness. boards of competing companies. There are no other
The board’s effectiveness is measured by the way in which the limitations except those imposed by law and good corporate
members of the board, as a whole work together under the governance practices.
chairman, whose role in corporate governance is fundamental Training of board members
and its collective ability to provide both the leadership and the Non-executive directors who are inducted on the board
checks and balances which effective governance demands. are given an orientation about the company, its operations,
Board accountability services, details of subsidiaries and joint ventures, board
The board presents a fair, balanced and understandable procedures and processes and major risks and risk
assessment of the company’s position and prospects. management strategies. The company ensures that directors
are inducted through a familiarization process comprising,
This responsibility extends to interim and other price inter alia, their roles and responsibilities.
sensitive public reports and reports to regulators as well
as to information required to be presented by statutory Newly inducted directors spend approximately a week at
requirements. The board is responsible for determining the the time of their induction and interact with the Chairman,
nature and extent of the significant risks it is willing to take in Managing Director & CEO, CFO and other members of the
achieving its strategic objectives. The board also maintains senior management. They interact with the heads of all
sound risk management and internal control systems. business units and other functional heads. They are provided
a walk through among some of the centres of excellence
Board membership criteria and given a detailed understanding of the business and its
The Leadership, Nomination & Remuneration Committee operations.
reviews and assesses board composition on behalf of the Directors are regularly updated on changes in policies and
board and recommends the appointment of new directors. programmes, laws and the general business environment.
The committee also oversees the conduct of the annual
review of Board effectiveness. Details of the familiarization programme for Non-Executive
Directors and their letter of appointment are published on the
• In reviewing board composition, the committee website of the company in the link: http://www.cyient.com/
Annual Report | 2018-19

considers the benefits of all aspects of diversity including, investors/corporate-governance/

differences in the skills, regional and industry experience,
background, race, gender and other distinctions, in order Board Evaluation and Assessment
to enable it to discharge its duties and responsibilities Board evaluation processes, including in relation to the
effectively. chairman, individual directors and committees, constitute
• In identifying suitable candidates for appointment to the a powerful and valuable feedback mechanism to improve
board, the committee considers candidates on merit board effectiveness, maximise strengths and highlight

123
areas for further development. In addition to greater board Decisions relating to the policy and operations of the company
accountability, evaluation of board members helps in: are arrived at meetings of the board held periodically.
• More effective board processes Meetings of the board enable discussions on matters
placed before them and facilitate decision making based on
• Better collaboration and communication collective judgment of the board. The company follows the
• Greater clarity with regard to members’ roles and best practices in convening and conducting meetings of the
responsibilities and board and its committees.
• Improved Chairman - Managing Director - Board relations These include:
By focusing on the board as a team and on its overall Annual Calendar
performance, the company ensures that communication and The annual board calendar is drawn up 4 to 6 quarters in
overall level of participation and engagement improves. advance together with a well thought out action planner. All
In order to facilitate the same, the board undertook a formal tasks are scheduled in advance so that everyone concerned
board assessment and evaluation process during 2018-19 can plan their work systematically. This also enables better
which was administered by means of an online tool. The board time management of and for the board besides aiding their
evaluation was performed after seeking inputs from all the efficiency.
directors and included criteria such as the board composition Board Charter
and structure, effectiveness of board processes, information
and functioning as provided by the Guidance Note on Board A board charter is prepared setting out the respective roles,
Evaluation issued by the Securities and Exchange Board of responsibilities and authorities of the board, the various
India on 5 January 2017 and the amendments brought in by the committees and the senior management. This helps in better
SEBI (LODR) Regulations in 2018. The Leadership, Nomination management, governance and control within the board as
& Remuneration Committee has overall stewardship for the well as within the company itself. Further, it ensures that the
process. The evaluation process covers the following aspects: board decisions can be measured against the charter.

• Peer and self-evaluation of performance of the Directors Meeting location

• Evaluation of the performance and effectiveness of the The meetings of the board of directors are usually held at the
board registered office in Hyderabad. At times, some meetings are
also held at the other development centres of the company.
• Evaluation of the performance and effectiveness of Board
Committees Frequency of meetings

• Evaluation of the performance of the Executive Chairman A minimum of four board meetings are held each year with the
and Managing Director & CEO and time gap between any two successive meetings not exceeding
120 days. Meetings of the committees are also planned and
• Feedback on management support to the Board scheduled to be held along with the board meetings.
The evaluation process elicited responses from the directors Board agenda
in a judicious manner - ranging from composition and
induction of the board to effectiveness and governance. The agenda is structured such that routine and administrative
It also sought feedback on board and committee charters, matters do not consume too much board time. Those items
strategy, risk management and quality of discussion and that are strategic in nature are given sufficient time for
deliberations at the board. The evaluation process also cogitation and decision making. The agenda also shows the
ensures the fulfilment of independence criteria as specified in amount of time allocated for each item. The agenda is made
the applicable regulations and that the latter are independent available to the directors along with supporting documents
of the management. The Independent Directors do not sufficiently in advance of the meetings.
participate in the evaluation process. Briefing papers
Board processes, procedures and practices Board materials, including the notes on agenda are
The company believes that the effectiveness of the board is summarized and formatted in such a way that the directors
reinforced by its structures and the processes and procedures can readily grasp and focus on the more significant issues
it follows. It has in place robust practices and processes in the preparation for the board meetings. Relevant and
that contribute to the effective and efficient performance complete information is presented in an orderly manner. The
Annual Report | 2018-19

of the board. The processes facilitate and reinforce the board papers associated with a particular agenda item are set
roles, responsibilities and authorities of the board in the out as an executive summary with further details annexed
governance, management and control of the company. Board thereto. The papers present the issue for discussion, offer
systems and procedures broadly comprise convening the solutions on how to effectively address the issue and provide
meetings, contents of the agenda, conducting the meetings, management’s view on what action to take. The briefing
decision making at the meetings, adequacy of minutes and papers are crisp and succinct and facilitate decision making.
working of board committees.
124
Decision making process Role of the Chairman
The board follows a culture of openness and debate by The chairman is responsible for leadership of the board
facilitating effective contribution of all directors and ensuring and ensuring its effectiveness on all aspects of its role. The
constructive relations among the directors. Constructive chairman lives and upholds the highest standards of integrity
discussions are facilitated leading to effective decision making. and probity inside and outside the boardroom, through setting
The chairman’s role in securing good corporate governance clear expectations in terms of culture and values, as well as in
is crucial. The chairman is responsible for leadership of the terms of the style and tone of board discussions.
board and ensuring its effectiveness. The chairman ensures
The chairman runs the board and sets the agenda - he
that adequate time is available for discussion of all agenda
is pivotal in creating the conditions for overall board and
items, in particular, strategic issues.
individual director effectiveness. The role includes:
Directors’ participation
• setting a board agenda which is primarily focused
All the directors participate, discuss and deliberate, on business, strategy, accountability, competitive
threadbare the proposals and matters put up to it. On some performance and value creation;
occasions, where a director is not physically present, the
• ensuring that issues relevant to this objective are
company arranges for telecon or WebEx to enable remote
reserved for board consideration, including determining
participation. On matters where a director is concerned or
the nature and extent of the significant risks the board is
interested, he/she does not participate.
willing to embrace in the implementation of its strategy;
Besides, heads of the business units, geography and
• making certain that an effective decision-making process
subsidiary heads, and key executives also participate in the
is in place in the board, and that the board’s committees
board meetings to provide the business perspective.
are properly structured with appropriate terms of
On a case to case basis, external experts and consultants are reference;
also invited to make presentations to the board as required.
• encouraging the active engagement of all board members
Board Minutes in board and committee meetings, drawing fully on their
The minutes of the meetings of the board and committees skills, experience, knowledge and, where appropriate,
are drafted such that they strike the right balance between independence;
being a bare record of decisions and a full account of the • building effective relationships founded on mutual
discussions. They mention the brief background of the respect and open communication - both inside and
proposal, summarize the deliberations and the rationale for outside the boardroom - between the non-executive
taking the decision. The minutes are drafted in unambiguous directors and executive team, in particular with regard to
terms and comprise a fair and correct summary of the the identification and oversight of significant risks;
proceedings conducted thereat.
• developing, in particular, a productive working
E-Initiatives relationship with the CEO, providing support and advice
The company leverages technology and synergizes it with while respecting executive responsibility;
the green initiatives to the optimum. The company has put • consulting the senior independent director on board
in place systems that provide more efficient information flow matters consistent with regulations;
to the board and leverages technology solutions to enhance
• ensuring effective processes are established relating to
board- committee interactions. It uses the world’s most
succession planning and the composition of the board,
widely used digital board solution.
having regard to the benefits of diversity;
Availability of information to the board
• taking the lead on issues of director development and
The board should be supplied in a timely manner with acting on the results of board evaluation;
information in a form and of a quality appropriate to enable it
• ensuring effective communication with shareholders and
to discharge its duties. Under the advice and direction of the
other stakeholders and ensuring that all directors are
chairman, the company secretary’s responsibility includes
made aware of the views of major investors.
ensuring good information flows within the board as well as
between senior management and non-executive directors. Role of Managing Director & CEO
Action Taken Report The CEO is vested with operational responsibility for
Annual Report | 2018-19

delivering the company’s strategy. The CEO’s relationship

The company has put in place MIS processes for the prompt
with the chairman is the key dynamic that underpins the
dissemination of the decisions taken by the board to the
eﬀectiveness of the board.
various levels in the company. An action taken report
on the decisions of the board at its previous meeting is The CEO, with the support of the executive team, has primary
systematically put up to the board at the following meeting responsibility for communicating to the people working within
for its information. the business the expectations of the board in relation to the

125
company’s culture, values and behaviours, and for ensuring Role of Independent directors
that the appropriate standards of governance permeate
The independent directors bring an element of objectivity
down to all levels of the organisation.
to the board processes; they bring in an objective view in
He has comprehensive and granular understanding of the the board deliberations. They provide a valuable outside
company. This is evidenced when making proposals and perspective to the deliberations of the board and contribute
exercising judgement, particularly on matters of strategy. significantly to the decision making process. Independent
The CEO appreciates that constructive challenge from directors play a pivotal role in maintaining a transparent
non-executive directors is an essential aspect of good working environment in the company.
governance and encourage the non-executive colleagues to
Declaration by Independent Directors
probe proposals, especially when issues of judgement are
concerned. All the Independent Directors have confirmed that they meet
the criteria of independence as mentioned under Regulation
Role of Non-Executive Directors
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Non-executive directors constructively challenge and help Requirements), 2015 read with Section 149(6) of the Act.
develop proposals on strategy.
During the financial year 2018-19, information as mentioned
Non-executive directors make sufficient time available to in Schedule II Part A of the SEBI (Listing Obligations and
discharge their responsibilities effectively. This involves Disclosure Requirements), 2015, has been placed before the
being well-informed about the company, and having a strong Board for its consideration.
command of issues relevant to the business. Non-executive
The terms and conditions of appointment of the Independent
directors seek constantly to develop and refresh their
Directors are disclosed on the website of the Company at
knowledge and skills to ensure that their contribution to the
http://www.cyient.com/investors/corporate-governance/
board remains informed and relevant.
During the year, no Independent Director has resigned before
The letter of appointment issued to the non-executive
expiry of his tenure.
directors states the time the non-executive director will be
required to spend on the company’s business, and indicates Declaration by Board
the possibility of additional time commitment when the The Board has confirmed that in its opinion, the independent
company is undergoing a period of particularly increased directors fulfill the conditions specified in these regulations
activity, such as in the case of an acquisition or takeover. and are independent of the management.
As part of the process of learning more about the business Separate meetings of the Independent Directors
and of becoming effective boardroom contributors in the
During the year under review, the Independent Directors met
company, non-executive directors - supported by the
on 19 April 2018, to discuss, inter alia:
chairman and CEO - build recognition among executive
directors of their contribution in order to promote mutual • Review the performance of Non-Independent Directors
respect. This, in turn, allows them to support executive and the Board of Directors as a whole;
directors in their management of the business while • Review the performance of the Chairman of the company,
monitoring their conduct. taking into account the views of the Executive and Non-
Non-executive directors maintain confidence in the Executive Directors;
governance of the company by upholding high standards • Assess the quality, content and timeliness of flow of
of integrity and probity, and supporting the chairman and information between the Management and the Board that
executive directors in the embedding of the appropriate is necessary for the Board to effectively and reasonably
culture, values and behaviours in the boardroom and beyond. perform its duties.
Because of the importance of the process of decision All the Independent Directors were present at the Meeting.
making to the work of the board, non-executive directors
insist on accurate, clear and comprehensive information Performance evaluation criteria for Independent Directors
being provided sufficiently in advance to enable thorough The performance of Independent Directors is evaluated
consideration of the issues prior to, and informed debate and annually on the following parameters:
challenge at, board meetings.
• understanding of the company’s business as well as the
At Cyient, non-executive directors supplement their markets and industry it operates in
Annual Report | 2018-19

knowledge of the business with the views of shareholders and

• effective usage of the experience brought to the board
other stakeholders - either directly or as conveyed to them
by the chairman and CEO. Such opinions and judgments are • level of involvement and participation in the meetings as
valuable in providing different perspectives of the company’s also in the affairs of the company
progress and performance. • engagement with other directors and senior leadership of
the company.

126
Decision making at the board decisions of the Committees are placed before the Board for
Effective and good decision-making at the board is facilitated information or for approval.
by: The company has seven board-level committees - four of
• ensuring that directors are afforded adequate time to them mandatory (M) and three of them non-mandatory (NM),
prepare for meetings; namely:
• allowing time for debate and challenge, especially for 1. Audit & Risk Management Committee (M)
complex, contentious or business-critical issues; 2. Leadership, Nomination & Remuneration Committee (M)
• achieving timely closure on decisions taken; and 3. Stakeholders Relationship Committee (M)
• providing clarity for executives on the actions required. 4. Corporate Social Responsibility Committee (M)
Succession planning at the board and senior management 5. Buyback Committee (NM)
levels
6. Strategy & Client Engagement Committee (NM)
The company uses succession management and planning to
7. Diversity & Inclusion Committee (NM)
ensure that it identifies and develops future leaders to face
the challenges of growth effectively and successfully. For a Audit & Risk Management Committee
conscious board, a succession plan that provides guidance on The management is responsible for the company’s internal
identifying and sourcing potential board members who can controls and the financial reporting process while the statutory
fulfill key requirements is essential. This succession plan helps auditors are responsible for performing independent audit
appoint new directors quickly in a structured manner, and the of the company’s financial statements in accordance with
board can continue its business without disruption, meeting generally accepted auditing practices and for issuing report
any business challenges that may be encountered. The LNR based on such audit. The Board of Directors has constituted
committee is entrusted with the task of succession planning and entrusted the Audit and Risk Management Committee
for the board. This committee is responsible for: with the responsibility to supervise these processes and
• Interviewing potential candidates; thus ensure accurate and timely disclosures that maintain
the transparency, integrity and quality of financial control and
• Recommending candidates to the board;
reporting. The constitution of the Audit and Risk Management
• Ensuring each new Board member receives induction and Committee also meets with the requirements of Section 177
training; and of the Companies Act, 2013 and SEBI (LODR) Regulations,
• Developing a database of eligible board candidates on a 2015.
continuous basis. The Audit and Risk Management Committee comprises
• The CEO, along with the head of HR, makes a presentation majority of Independent Directors. All members of the Audit
to the LNR Committee about the succession plan of and Risk Management Committee are financially literate and
senior management on an annual basis. The same is bring in expertise in the fields of finance, economics, strategy
updated to the board. and management.
Committees of the Board During the financial year 2018-19, the Committee met four
times and the gap between no two meetings exceeded 120
The Board Committees focus on specific areas and make
days. All the members of the audit committee are financially
informed decisions within the authority delegated. The
literate. The Chairman attended the last annual general
committees also make specific recommendations to the
meeting to answer shareholders’ queries. The Particulars
board on various matters, within the scope delegated to them,
of composition of the audit committee and the details of
whenever required. All observations, recommendations and
attendance is as follows.

Attendance of Meetings held on

S. Name of the
Designation 18 April 16 October 16 January
No. Director 11 July 2018
2018 2018 2019
1. K. Ramachandran Chairman , Independent Director Yes Yes Yes Yes
2. M.M. Murugappan Member, Non-Executive & Yes Yes Yes Yes
Non-Independent Director
3. Som Mittal Member, Independent Director Yes Yes Yes Yes
Annual Report | 2018-19

Mr. Murugappan was the chairman for April and July 2018 meetings
Mr. K. Ramachandran was the chairman for October 2018 and January 2019 meetings
The specific charter of the Committee is:
Audit:
• Recommend appointment and remuneration; evaluate performance of the auditors and effectiveness of the audit process.
• Evaluate the independence of auditors and their areas of un-resolved concerns if any.
127
• Review effectiveness of internal audit function, reporting execution by management of strategies to mitigate risks;
structure, scope coverage and frequency of internal audit • Overseeing the integrity of the company’s governance
• Examine internal audit report to focus on significant framework of operational controls with respect to legal
findings, follow up actions in place, internal investigations, and regulatory compliance
conclusions arrived, failures or irregularities in the Further, the committee reviews the adequacy of internal
internal controls framework and the reports submitted to controls over financial reporting and the company-level
highlight the same. control systems.
• Review the statutory audit scope and plan for various It reviews the quarterly, half-yearly and annual financial results
locations before commencement of the audit; provide before their submission and adoption by the board.
inputs and areas of focus if any.
The committee also reviews corporate governance,
• Summarize the findings of statutory audit report; processes and procedures.
understand process gaps, mitigation plans implemented
The Audit and Risk Management Committee invites such
to address the same.
executives, as it considers appropriate, statutory auditors and
Financial Review: internal auditors to be present at its meetings.
• Oversight of the company’s financial reporting process The company secretary acts as the Secretary to the Audit and
and the disclosure of its financial information to ensure Risk Management Committee.
that the financial statement is correct, sufficient and
On an annual basis, the members of the audit committee meet
credible;
and interact with both the statutory auditors and internal
• Reviewing with the management, the annual and quarterly auditors without the presence of the management. Further,
financial statements and auditor’s report thereon before on an annual basis, the key stakeholders within the company
submission to the board for approval; share their feedback on their interaction with the statutory
• Approval or any subsequent modification of transactions and internal auditors. The audit committee is suitably apprised
of the company with related parties; of the same.
• Scrutiny of inter-corporate loans and investments; The total fees for all services paid by the company and its
subsidiaries, on a consolidated basis, to the statutory auditor
• Valuation of undertakings or assets of the company,
and all entities in the network firm/network entity of which the
wherever it is necessary;
statutory auditor is a part is ` 35 mn.
• To look into the reasons for substantial defaults in
Leadership, Nomination & Remuneration Committee
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared The Board has constituted Leadership, Nomination and
dividends) and creditors; Remuneration Committee consisting of three Directors. The
terms of reference of the committee include
• To review the functioning of the Whistle Blower
mechanism • Evaluation of compensation and benefits for Executive
Director(s), Non-Executive Director(s), Key Managerial
Risk Management:
Personnel,
• Assessing and providing oversight to management with
• Framing of policies and systems of the Employee Stock
regards to the identification and evaluation, of major
Option Scheme and
strategic, operational, regulatory, information and
external risks inherent in the business of the Company • Reviewing and resolving issues relating to major HR
and the control processes with respect to such risks; policies.
• Overseeing the risk management, cyber security, • During the financial year 2018-19, the Committee met
compliance and control activities of the company, three times. The below table gives the composition and
including but not limited to the development and attendance record of the Committee.

Attendance of Meetings held on

S.
Name of the Director Designation 18 April 16 October 16 January
No.
2018 2018 2019
Annual Report | 2018-19

1. Vinai Thummalapally Chairman, Independent Director Yes Yes Yes

2. K. Ramachandran Member, Independent Director Yes Yes Yes
3. M.M. Murugappan Member, Non-executive & Yes Yes Yes
Non-Independent Director
Mr. Ramachandran is the Chairman for April and October 2018 meetings.
Mr. Vinai Thummalapally is the Chairman for January, 2019 meeting.
128
Remuneration policy qualifications as laid down under the Companies Act,
The Leadership, Nomination and Remuneration Committee 2013, or other applicable laws.
has adopted a Charter, which, inter alia, deals with the manner Remuneration for the Managing Director & CEO
of selection of Board of Directors and CFO & Managing i. At the time of appointment or re-appointment,
Director and their remuneration. the CEO & Managing Director shall be paid such
This Policy is accordingly derived from the said Charter. remuneration as may be mutually agreed between
Criteria of Selection of Non-Executive Directors the Company (which includes the Committee and
the Board of Directors) and the CEO & Managing
a. The Non-Executive Directors shall be of high integrity Director, within the overall limits prescribed under
with relevant expertise and experience so as to have the Companies Act, 2013;
a diverse Board with Directors having expertise in the
fields of manufacturing, marketing, finance, taxation, ii. The remuneration shall be subject to the approval of
law, governance and general management. the members of the company in General Meeting;

b. In case of appointment of independent directors, iii. The remuneration of the CEO & Managing Director is
the committee shall satisfy itself with regard to the broadly divided into fixed and variable components.
criteria of independence of the directors vis-à-vis The fixed component comprises salary, allowances,
perquisites, amenities and retrial benefits. The
the company so as to enable the board to discharge
variable component comprises performance bonus;
its function and duties eﬀectively.
as mutually agreed.
c. The committee shall ensure that the candidate
iv. In determining the remuneration (including the fixed
identified for appointment as a director is not
increment and performance bonus) the committee
disqualified for appointment under Section 164 of
considers the relationship of remuneration and
the Companies Act, 2013.
performance benchmarks, the balance between
d. The committee shall consider the following fixed and variable pay reflecting short and long
attributes/criteria, whilst recommending to the term performance objectives, appropriate to
board the candidature for appointment as director: the working of the company and its goals; the
• Qualification, expertise and experience of the responsibility required to be shouldered by the CEO
directors in their respective fields; & Managing Director, the industry benchmarks and
• Personal, professional or business standing; the current trends and company’s performance vis-
à-vis the annual budget achievement and individual
• Diversity of the board.
performance vis-à-vis the KRAs / KPIs.
• In case of re-appointment of Non-Executive
Remuneration Policy for the Senior Management
Directors, the Board shall take into consideration
Employees including CFO
the performance evaluation of the Director and
his engagement level. In determining the remuneration of the Senior
Management Employees (i.e. KMP and Executive
Remuneration
Committee Members) the Committee shall ensure /
The Non-Executive Directors shall not be entitled to consider the following:
receive remuneration except by way of sitting fees,
i. clarity on the relationship of remuneration and
reimbursement of expenses for participation in the
performance benchmark;
board / committee meetings and commission. The
independent directors of the company shall not be ii. the balance between fixed and variable pay reflecting
entitled to participate in the Stock Option Scheme of the short and long term performance objectives,
company. The aggregate commission paid to the Non- appropriate to the working of the company and its
Executive Directors is within the statutory limit of 1% of goals, as mutually agreed;
the stand alone net profits of the company. iii. the remuneration is divided into two components
Criteria for selection/appointment of Managing viz. fixed component comprising salaries, perquisites
Director & CEO and CFO and retirement benefits and a variable component
comprising performance bonus;
For the purpose of selection of the Managing Director &
CEO and CFO the Committee shall identify persons of iv. The remuneration including annual increment
Annual Report | 2018-19

integrity who possess relevant expertise, experience and and performance bonus is decided based on the
leadership qualities required for the position and shall criticality of the roles and responsibilities, the
take into consideration recommendation, if any, received Company’s performance vis-à-vis the annual budget
from any member of the Board. achievement, individual performance vis-à-vis KRAs /
KPIs, industry benchmark and current compensation
The Committee will also ensure that the incumbent
trends in the market as mutually agreed.
fulfils such other criteria with regard to age and other

129
Directors Remuneration
a) Executive Directors
The remuneration paid/payable to the Executive Directors is given below:
(Amount in `)

S. No. Name of the Director Salary Commission PF Superannuation Total

1 B.V.R. Mohan Reddy 2,10,88,184 5,51,80,528 21,60,000 27,00,000 8,11,28,712
2 Krishna Bodanapu 1,72,80,000 8,27,70,791 17,28,000 21,60,000 10,39,38,791
(a) None of the directors have exercised/ been granted stock options/RSUs during the year.
(b) The above amounts do not include provisions for encashable leave, gratuity and premium paid for Group Health
Insurance as separate actuarial valuation/premium paid are not available for the Executive Chairman and Managing
Director & CEO.
(c) The percentage of commission (incentive) is linked to the overall performance of the Executive Director and the
company.
(d) The terms and conditions including remuneration is as per the resolution passed by the shareholders at their
meeting held on 17 July 2014.
(e) The notice period is two months/six months on either side.
b) Non-Executive Directors
The commission payable to the Non-Executive Directors during the year under review is in conformity with the
applicable provisions of the Companies Act, 2013, and duly considered and approved by the board and the shareholders
(vide postal ballot resolution passed on 30 October 2014).
The company does not pay any sitting fees to its directors.
The details of remuneration paid to non-executive directors is as follows:
(Amount in `)

Name of the Director Commission

M.M. Murugappan 12,00,000
K. Ramachandran 12,00,000
Som Mittal 12,00,000
John Paterson 28,07,368
Andrea Bierce 28,07,368
Vinai Thummalapally 28,07,368
Vikas Sehgal 14,06,706
Alain De Taeye @
-
TOTAL 1,34,28,810
@
Mr. Alain De Taeye has waived the amount.
As per the practice, commission to the Directors is paid after the annual accounts are adopted by the members at the AGM.
Other than above, there is no pecuniary or business relationship between the Non-Executive directors and the company. A
declaration to this eﬀect is also submitted by all the Directors at the beginning of each financial year.
Criteria of the payment of remuneration to Non-Executive Directors has been published on the website of the company
(https://www.cyient.com/investors/corporate-governance).
Stakeholders’ Engagement Committee
Annual Report | 2018-19

The Stakeholders Engagement Committee is empowered to perform the functions of the Board relating to handling of
stakeholders’ queries and grievances. It primarily focuses on:
1. Consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, non-receipt of
annual report, non-receipt of declared dividend, etc;
2. Evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company;
3. Provide guidance and make recommendations to improve investor service levels for the investors.

130
The Committee consists of three Directors and during the financial year 2018-19, the Stakeholders’ Engagement Committee
met twice and all the members were present for the meeting.

S. Attendance of Meetings held on

Name of the Director Designation
No. 17 October 2018 16 January 2019
1. K. Ramachandran Chairman, Independent Director Yes Yes
2. B.V.R. Mohan Reddy Member, Executive Director Yes Yes
3. Krishna Bodanapu Member, Executive Director Yes Yes

Status of Investor Complaints as on 31 March, 2019 and

S.No. Name of the Director Designation
reported under Regulation 13(3) of the Listing Regulations
is as under: 1. K. Ramachandran Chairman, Independent
Director
Number of 2. B.V.R. Mohan Reddy Member, Executive
Particulars Director
complaints
Complaints as on 1 April, 2018 Nil 3. Krishna Bodanapu Member, Executive
Director
Received during the year 111
Resolved during the year 111 A detailed overview of the CSR initiatives of the company is
published elsewhere in the Annual Report.
Number of pending complaints as on 31 Nil
March 2019 Buyback Committee

The complaints have been resolved to the satisfaction of the The Board of Directors of the Company had, in its meeting
shareholders. The Company Secretary of the Company act held on 1 February, 2019, approved the Buyback of its
as the secretary of the Committee and also designated as fully paid-up Equity Shares of the face value of ` 5/- each,
Compliance Oﬃcer. under the open market route through stock exchanges
mechanism, for a maximum amount not exceeding ` 200
SCORES
crores, and at a maximum price not exceeding ` 700/- per
The Securities Exchange Board of India has initiated a platform Equity Share, payable in cash. The Board has set up a Buyback
for redressing the investor grievances through SCORES, Committee to administer the buyback process, including the
a web based complaints redressal system. The system monitoring of market trend, quantity of sale, price, trades
processes complaints in a centralized web based mechanism. and extinguishment of the shares bought back and the
The company is in compliance with this system. compliances. The committee comprises both the directors
Name, designation and address of Compliance Oﬃcer: and executives of the company

Sudheendhra Putty Composition of the committee is as follows:

Company Secretary & Compliance Oﬃcer Name of the member Position
Telephone No: 040-67641322
B.V.R Mohan Reddy Chairman
E-mail: company.secretary@cyient.com
Krishna Bodanapu Member
Corporate Social Responsibility Committee (CSR)
B. Ashok Reddy Member
The Company has set up a CSR committee to, inter alia
Ajay Aggarwal Member
(a) formulate and recommend to the Board, a Corporate Sudheendhra Putty Member
Social Responsibility Policy which shall indicate the
Samir Desai Member
activities to be undertaken by the company as specified
by law During the period the committee met 7 times.
(b) recommend the amount of expenditure to be incurred on Strategy & Client Engagement Committee
the activities specified and During the financial year 2018-2019, the Strategy and Client
(c) monitor the Corporate Social Responsibility Policy of the Engagement committee reviewed the strategy and execution
company from time to time. progress at both an organization and business unit level.
Annual Report | 2018-19

The Committee met on 19 April 2018 and all the members It monitored the company’s performance in the context
attended the meeting. Composition of the committee during of Cyient’s “Design-Build-Operate-Maintain” strategy. As
the year 2018-19 is as follows: always, the committee shared valuable perspectives on the

131
macro environment that encouraged some of the businesses Composition of the committee is as follows:
to rethink certain elements of strategy execution by taking
into account the impact of economic and geopolitical Name of the Member Position
changes. The committee assessed various acquisition targets Andrea Bierce Chairperson
pursued by the company and its feedback ensured a more John Paterson Member
robust evaluation of business and financial metrics on these Vinai Thummalapally Member
transactions.
Role of company secretary in overall governance process
On the Client Engagement front, the committee reviewed
annual CSAT results and the actions being taken to improve The company secretary has a key role to play in facilitating
customer and associate satisfaction. the effective functioning of the board through the timely
presentation of board information which - by being accurate,
It gave recommendations on how the CSAT process can clear and comprehensive - assists high-quality decision
be improved, which were taken into consideration by the making.
management team in the FY19 survey.
Under the direction of the chairman, the company secretary’s
In January 2019, the company organized a strategy off site responsibilities include ensuring good information flows within
attended by the board of directors and leadership team. The the board and its committees, between senior management
focus was on Cyient’s articulation of Vision 2030 and an update and non-executive directors, as well as facilitating induction
on the AGILE framework (Ambition, Growth, Investment, and and assisting with professional development. All directors
Leadership & Execution) that provides the basis to deliver have access to the advice and services of the company
the vision. The Board along with the management team secretary who is responsible to the board for ensuring that
discussed and debated several facets of the vision around board procedures are complied with. In addition, the Company
business transformation, prioritizing investments, building Secretary discharges the functions prescribed under the
new talent and developing a winning culture of the company. Companies (Appointment and Remuneration of Managerial
The recommendations resulting from the offsite have been Personnel) Rules, 2014.
incorporated into the AGILE execution plan.
STATUTORY AND REGULATORY DISCLOSURES
The composition of the Strategy & Client Engagement
Committee as on 31 March 2019 is as follows: Disclosure on Materially Significant Related Party
Transactions:
Name of the Member Position The Company’s major related party transactions are generally
Andrea Bierce Chairperson with its subsidiaries and associates. The related party
Som Mittal Member transactions are entered into based on considerations of
Alain De Taeye Member various business exigencies, such as synergy in operations,
sectoral specialization and the Company’s long-term
John Paterson Member
strategy for sectoral investments, optimisation of market
Vikas Sehgal* Member share, profitability, legal requirements, liquidity and capital
*Mr. Vikas Sehgal appointed w.e.f. 17 October 2018. resources of subsidiaries and associates.
The committee met four times during the year All the contracts / arrangements / transactions entered by the
Company during the financial year with related parties were in
Diversity & Inclusion Committee
its ordinary course of business and on arm’s length basis.
The board continues with the Diversity and Inclusion (D and I)
During the year, the Company had not entered into any
Committee to focus on the following areas:
contract / arrangement / transaction with related parties
• Drive D and I values into key business processes; which could be considered material in accordance with
• Link organizational D and I strategy to business strategy; the policy of the Company on materiality of related party
transactions.
• Develop initiatives to create awareness of diversity and
inclusion benefits and metrics to measure progress; None of the transactions with any of related parties were in
conflict with the Company’s interest.
• Measure D and I impact through metrics;
The Company’s policy on Materiality of Related Party
• Communicate internally and externally D and I as part of transactions and on dealing with Related Party Transactions is
Annual Report | 2018-19

the Cyient brand; uploaded on the Company’s website and can be accessed at
• Suggest policy changes to operation council when https://www.cyient.com/investors/corporate-governance/
needed.

132
General Body Meetings
(a) Annual General Meetings:

Date of No. of special

Year(s) Time Venue
AGM resolutions passed
2017-18 12 July 2018 3.00 PM L&D Centre (company’s campus), Plot No. 2, IT Nil
Park, Manikonda, Hyderabad- 500032, Telangana
2016-17 13 July 2017 3.00 PM -do- 1
2015-16 29 August 2016 3:00 PM -do- Nil

(b) Extraordinary General Meeting (f) The board of directors has laid-down a ‘Code of
Conduct’ (Code) for all the board members and
No Extra-ordinary General Meeting of the shareholders
senior management personnel of the company and
was held during the year.
this Code is posted on the website of the Company.
(c) Postal Ballot Annual declaration is obtained from every associate
During the year, the shareholders of the company passed covered by the Code. The declaration of the
no resolutions through postal ballot. Managing Director & CEO, as required under SEBI
(LODR) Regulations, 2015, is published elsewhere in
(d) Procedure for postal ballot
the Annual Report.
Company conducts a postal ballot, where required, in
(g) The board regularly discusses the significant
accordance with the provisions of the Companies Act,
business risks identified by the management
2013 and the Rules made thereunder and applicable
and the mitigation process being taken up. On a
regulations.
quarterly basis, the CEO also presents an update to
At present, there are no postal ballots proposed to be the Board. A detailed note on the risk identification
held. and mitigation is included in the Risk Management
(e) Disclosures Report and Management Discussion and Analysis
annexed to the Directors’ Report.
(a) The Managing Director & CEO and Chief Financial
Oﬃcer have given a Certificate to the Board as (h) No penalties or strictures were imposed on the
contemplated in SEBI (LODR) Regulations, 2015. This company by the Stock Exchanges, SEBI or other
is published elsewhere in the Annual Report. statutory authorities during the last three years.

(b) There are no materially significant related party (i) The company is compliant with the provisions of
transactions please refer note No. 32 of the applicable laws and the SEBI (LODR) Regulations,
consolidated financial statements, forming part of 2015.
this Annual Report (j) The senior management have aﬃrmed to the board
(c) There were no pecuniary transactions with any of of directors that there are no material, financial and
the Non-Executive Directors, except payment of commercial transactions, where they have personal
commission. interest that may have a potential conflict with the
interest of the company.
(d) A compliance report of all applicable laws and
regulations duly signed by the Executive Chairman, (k) Mr. Krishna Bodanapu is the son of Mr. B.V.R. Mohan
Chief Financial Oﬃcer and the Company Secretary Reddy. There are no inter-se relationships between
is placed at periodic intervals for review by the and among any other directors.
Board. The Board reviews the compliance of all the (l) The company is preparing its financial statements in
applicable laws and gives appropriate directions line with the accounting standards prescribed under
wherever necessary. section 133 of the Companies Act, 2013.
(e) The board considers materially important show (m) The company has not raised any fresh funds from the
cause/demand notices received from statutory public or through Rights or Preferential Issue.
Annual Report | 2018-19

authorities and the steps/action taken by the

(n) The board has accepted all recommendations made
company in this regard. A status report of material
by the respective committees, as applicable.
legal cases and disputed liabilities pending before
the various courts/judicial forums is also put up to (f) Whistle blower policy
the board on a quarterly basis. During the year the The Company has adopted a Whistle Blower Policy
company received no such notices. and has established the necessary vigil mechanism as
defined under Regulation 22 of SEBI (Listing Obligations
133
and Disclosure Requirements), 2015 for directors and (k) Means of Communication
employees to report concerns about unethical behavior.
(i) Publication of results in newspapers
No person has been denied access to the Chairman
of the audit committee. The Whistle blower Policy is The quarterly, half-yearly & nine months un-audited
available on the website of the Company i.e. www.cyient. financial results and annual audited financial results
com. The company has complied with all mandatory of the company are generally published in Business
requirements of SEBI (Listing Obligations and Disclosure Standard or Financial Express, at national level
Requirements), 2015. The company implemented a web in English language as well as Nava Telangana at
based/online mechanism under the whistle blower policy. regional level in Telugu language circulating in the
This mechanism encompasses the entire trail from the state of Telangana.
login of a complaint to its eventual redressal. The system (ii) Website and News Release
also affords a dial-in facility to associates in various
The quarterly, half-yearly & nine months unaudited
languages across the countries where the company has
financial results and annual audited financial results
its operations.
of the company are available on the website of the
(g) Subsidiary Companies company i.e. www.cyient.com. Official news releases,
The board of directors has reviewed the financial detailed presentations made to media, analysts,
statements and minutes of the board meetings of all institutional investors, etc., are available on the
the subsidiary companies. According to the policy of the website of the company i.e. www.cyient.com. Official
company and applicable regulations under LODR, the media releases are sent to BSE Limited and National
company does not have any materially unlisted subsidiary Stock Exchange of India Limited. Your company also
company. makes timely disclosure of necessary information to
BSE Limited and National Stock Exchange of India
(h) Disclosure of commodity price risks and commodity
Limited in terms of the SEBI (LODR) Regulations,
hedging activities:
2015 and other rules and regulations issued by the
Please refer to the Management Discussion and Analysis Securities and Exchange Board of India.
Report for the same.
Further following information is available on the
(i) Details of compliance with mandatory and non- website of the company i.e. www.cyient.com:
mandatory requirements
• Details of business of the Company;
Mandatory • Terms and conditions of appointment of
The Company has complied with all mandatory Independent Directors;
requirements specified in regulation 17 to 27 and clause • Composition of various Committees of Board of
(b) to (i) of sub regulation (2) of regulation 46 of SEBI Directors;
(Listing Obligations and Disclosure Requirements), 2015.
• Code of Conduct for Board of Directors and
Non-Mandatory Senior Management Personnel;
a. Shareholder Rights • Details of establishment of vigil mechanism/
The company sends a quarterly investor update to Whistle Blower policy;
the shareholders comprising key financial, business • Criteria of making payments to Non-Executive
and operations update. This is sent in the electronic Directors;
mode and hosted on the company’s website.
• Policy on dealing with Related Party Transactions;
b. Audit qualification
• Policy for determining ‘material’ subsidiaries;
The Company is in the regime of unmodified audit
opinion. • Details of familiarization programmes imparted
to Independent Directors;
c. Reporting of Internal Auditor
• Policy for determination of materiality of events.
The Internal Auditor directly reports to the Audit
Committee. (iii) Channels of Communication with the investors
(j) CEO and CFO Certification NSE Electronic Application Processing System (NEAPS)
Annual Report | 2018-19

The Chief Executive Oﬃcer and the Chief Financial and BSE Corporate Compliance & Listing Centre (the
Oﬃcer of the company have given certification on ‘Listing Centre’):
financial reporting and internal controls for the financial All periodical compliance filings like shareholding
year 2018-19 to the Board of Directors at their meeting pattern, corporate governance report, media
held on 25 April 2019, as required under regulation 17(8) releases, among others are also filed electronically
of SEBI (LODR), Regulations, 2015. on the Listing Centre.
134
(l) E-voting Listing on Stock Exchanges
Pursuant to the requirements of the Companies Act, The Company’s shares are listed on BSE Limited (BSE), and
2013 and the SEBI (Listing Obligations and Disclosure The National Stock Exchange of India Limited (NSE).
Requirements), 2015, company is providing e-voting
The listing fee for the financial year 2019-20 has been paid to
facility to its shareholders, in respect of all shareholders’
both the stock exchanges.
resolutions, to be passed at the General Meetings.
Stock Code:
(m) Additional Shareholders’ Information
a) Trading scrip code on BSE: 532175
Annual General Meeting:
b) Trading scrip code on NSE: CYIENT/EQ
Date : 6 June 2019
c) ISIN of the company: INE136B01020
Time : 3:00 PM
Market Price Data
Venue : L&D Centre (company’s campus), Plot No.
2, IT Park, Manikonda, Hyderabad-5000 032, The Monthly high and low prices of your company’s share at
Telangana BSE and NSE for the year ended 31 March 2019 are as under:
Financial Calendar (in `)
Financial Year - 1 April 2018 to 31 March 2019
NSE BSE
Tentative calendar for declaration of financial results in Month
High Low High Low
financial year 2019-20
Apr-2018 780.00 621.15 779.45 624.00
Results for the quarter ended On or before
May-2018 887.00 731.10 887.00 727.90
30 June 2019 18 July 2019
Jun-2018 775.00 659.80 775.65 660.50
30 September 2019 17 October 2019
31 December 2019 16 January 2020 Jul-2018 777.70 670.65 778.00 674.00
31 March 2020 23 April 2020 Aug-2018 748.00 646.00 746.75 644.65
Book Closure dates Sep-2018 819.50 690.65 821.00 660.00
The dates for book closure are from 3rd June, 2019 to 6th Oct-2018 779.95 602.20 777.20 603.40
June, 2019 (both days inclusive) (both days inclusive). Nov-2018 670.60 592.80 672.00 591.05
Date of Payment of Dividend Dec-2018 660.00 597.50 662.15 593.00
The directors have recommended a final dividend of
Jan-2019 637.00 570.90 636.20 571.10
` 9/- per equity share of face value of ` 5.00 (180%) each
for the financial year ended March 31, 2019. Subject to Feb-2019 649.50 576.05 646.50 580.60
the approval of the shareholders, the dividend will be paid Mar-2019 693.80 642.95 692.30 642.00
on 20 June 2019.
Share price performance in comparison to broad-based
Code of Conduct for prohibition of Insider trading
indices
Your company has adopted a Code of conduct as per
Securities and Exchange Board of India (Prohibition of Share price v/s NSE Share price v/s BSE
Insider Trading) Regulations, 2015 as amended in 2019. Share Share
Particulars BSE
All Directors, Senior Management Personnel, person Price Nifty Price
Sensex
forming part of Promoter(s)/Promoter(s) Group(s) and (in `) (in `)
such other Designated Employees who could have access As on 2 April
to the Unpublished Price Sensitive Information of the 2018 687.70 10,211.80 686.25 33,255.36
Company are governed by this Code. During the year, the
As on 29
Company had made due compliance with Securities and March 2019 649.45 11,623.90 647.95 38,672.91
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The code of conduct is available Changes (%) (5.56) 13.83 (5.58) 16.29
Annual Report | 2018-19

on the website of the Company i.e. www. cyient.com Share Transfer System
Company Secretary of the Company is appointed as the
As the Company’s shares are currently traded in dematerialized
Compliance Oﬃcer by the Board to ensure compliance
form, the transfers are processed and approved in the
and eﬀective implementation of the Insider Trading Code.
electronic form by NSDL / CDSL through their depository
participants.

135
Karvy Fintech Private Limited is the Common R&T Agent for and applicable regulations prescribed by the Securities and
both physical and dematerialised mode. Exchange Board of India and Foreign Exchange Management
All queries and requests relating to share transfers/ Act, 1999 and Secretarial Standard issued by the Institute of
transmissions may be addressed to our Registrar and Transfer the Company Secretaries of India. The Secretarial Audit forms
Agent: part of the Annual Report.

Karvy Fintech Private Limited Reconciliation of Share Capital

Unit: Cyient Limited As stipulated by SEBI, a Practicing Company Secretary carries
Karvy Selenium Tower B, Plot 31&32, out Reconciliation of Share Capital Audit to reconcile the total
Financial District, Gachibowli, admitted capital with National Securities Depository Limited
Nanakramguda, Hyderabad – 500 032, Telangana. (NSDL) and Central Depository Services (India) Limited
Contact Person: Mr. Mohd Mohsin Uddin, (CDSL) and the total issued and listed capital. This audit is
Manager – Corporate Registry, carried out every quarter and the report thereon is submitted
Ph: 040- 6716 1562, Email: mohsin.mohd@karvy.com to the Stock Exchanges. The audit confirms that the total
Address for correspondence listed and paid-up capital is in agreement with the aggregate
of the total number of shares in dematerialized form and in
Investors’ correspondence may be addressed to Mr. Ravi
physical form.
Kumar Nukala, Dy. Company Secretary and any queries
relating to the financial statements of the Company may be Dematerialization of Shares and liquidity
addressed to Mr. Piyush Parekh, Manager, Investor Relations Dematerialization of shares is done through M/s. Karvy Fintech
at the Registered Oﬃce of the Company at 4th Floor, ‘A’ Private Limited and on an average the dematerialization
Wing, Plot No.11, Software Units Layout, Infocity, Madhapur, process is completed within 7 days from the date of receipt
Hyderabad - 500 081 Tel:+91-40-6764 1696 / 1537, E-mail : of a valid dematerialization request along with the relevant
company.secretary@cyient.com / Piyush.Parekh@cyient. documents. As on 31 March 2019, 99.40% of the total shares
com . have been dematerialized.
Secretarial Audit Total equity share capital as on 31 March 2019 was `
Secretarial audit for the financial year 2018-19 was done by 55,55,72,945 comprising of 11,11,14,589 equity shares
Mr. S Chidambaram, a Company Secretary in practice. It, inter (previous year INR 56,29,80,010 comprising of 11,25,96,002
alia, includes audit of compliances with the Companies Act, equity shares) of Rs.5/- each.
2013, and the rules made under the Act, Listing Regulations

Particulars No. of Shares %

National Securities Depository Limited (NSDL) 10,65,95,952 95.93
Central Depository Services (India) Limited (CDSL) 38,52,925 3.47
Physical Shares 6,65,712 0.60
Total 11,11,14,589 100.00

Distribution Schedule as on 31 March 2019

% of total
No. of shares No. of Shareholders No. of shares % to Total Capital
shareholders
Upto – 500 32,843 95.97 28,76,529 2.59
501 - 1000 578 1.69 8,00,525 0.72
1001 - 2000 374 1.09 10,87,768 0.98
2001 - 3000 94 0.27 4,75,256 0.43
3001 - 4000 43 0.13 3,01,337 0.27
Annual Report | 2018-19

4001 - 5000 48 0.14 4,35,051 0.39

5001 - 10000 69 0.20 9,86,369 0.89
10001 and above 174 0.51 10,41,51,754 93.73
Total 34,223 100.00 11,11,14,589 100.00

136
Distribution of Shareholding on the basis of ownership as on 31 March 2019

Category No. of Holders Total Shares % to Equity

Promoters 11 2,49,83,036 22.48
Foreign Portfolio Investors 139 4,94,45,158 44.50
Mutual Funds 19 1,50,26,734 13.52
Insurance Companies 5 77,46,797 6.97
Resident Individuals 32,620 72,42,082 6.52
Non Resident Indians 1,014 31,02,148 2.79
Foreign Collaborators 1 15,00,000 1.35
Bodies Corporates 338 12,82,738 1.15
Foreign Nationals 21 2,81,827 0.26
Clearing Members 41 1,84,660 0.17
Trusts 5 1,62,380 0.15
IEPF 1 93,421 0.08
Banks 3 33,917 0.03
Alternative Investment Fund 3 29,366 0.03
NBFC 2 325 0
Total 34,223 11,11,14,589 100.00
Shareholders of the company, having more than 1% shareholding as on 31 March 2019

S.No. Name Shares % Category

1 Vineyard Point Software Private Limited 1,12,56,634 10.13 Pro
2 Amansa Holdings Private Limited 74,35,341 6.69 FPI
3 Infocad Enterprises Private Limited 56,28,317 5.07 Pro
4 ICICI Prudential Life Insurance Company Limited 55,00,426 4.95 IC
5 T. Rowe Price International Discovery Fund 43,49,392 3.91 FPI
6 First State Investments ICVC- Stewart Investors AS 39,91,981 3.59 FPI
Aditya Birla Sun Life Trustee Private Limited A/C Aditya Birla Sun Life Equity 36,26,204 3.26 MF
7 Hybrid ‘95 Fund
8 Fidelity Investment Trust Fidelity Series Emerging 35,26,987 3.17 FPI
9 Reliance Capital Trustee Co. Ltd- Reliance Etf Dividend Opportunities 34,42,414 3.10 MF
10 BVR Mohan Reddy 33,68,254 3.03 Pro
11 Franklin Templeton Mutual Fund A/C Franklin India Taxshield 33,40,758 3.01 MF
12 Government Pension Fund Global 24,05,832 2.17 FPI
13 RBC Emerging Markets Small - Cap Equity Fund 21,28,480 1.92 FPI
14 First State Investments ICVC- Stewart Investors 20,07,302 1.81 FPI
15 B G V Krishna 18,50,760 1.67 Pro
16 Bodanapu Sri Vaishnavi 17,93,008 1.61 Pro
17 Tele Atlas Data ‘S Hertogenbosch B V 15,00,000 1.35 FC
18 Goldman Sachs India Limited 12,83,438 1.16 FPI
19 First State Investments ICVC- Stewart Investors Gl 12,76,235 1.15 FPI
20 Highclere International Investors Emerging Markets 11,41,010 1.03 FPI
Annual Report | 2018-19

Shareholding is consolidated based on permanent account number (PAN) of the shareholder.

Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity
The Company has not issued any GDRs / ADRs / Warrants / any convertible instruments.
Plant Locations
Details of locations of the company’s oﬃces are listed forms part of the Annual Report.
137
Unclaimed Shares / Dividend the Company had sent notices to all the Shareholders whose
Unpaid / Unclaimed Dividends in accordance with the shares were due to be transferred to the IEPF Authority and
provisions of Sections 124 and 125 of Companies Act, 2013 simultaneously published newspaper advertisement.
and Investor Education and Protection Fund (Accounting, During the year, the company had transferred the unclaimed
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) dividends dividend to the IEPF and filed the relevant forms with the
not encashed / claimed within seven years from the date of Ministry of Corporate Aﬀairs.
declaration are to be transferred to the Investor Education
In terms of the provisions of Investor Education and Protection
and Protection Fund (IEPF) Authority. The IEPF Rules mandate
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
companies to transfer shares of Members whose dividends
/ Investor Education and Protection Fund (Awareness and
remain unpaid / unclaimed for a continuous period of seven
Protection of Investors) Rules, 2001, during the financial year
years to the demat account of IEPF Authority. The Members
2018-19, 31,179 shares were transferred to the Investor
whose dividend / shares are transferred to the IEPF Authority
Education and Protection Fund.
can claim their shares / dividend from the Authority
Due dates for transfer of dividend unclaimed to IEPF are as
In accordance with the said IEPF Rules and its amendments,
follows:

Amount of Last date for

Rate of unclaimed dividend Date of Declaration claiming un-paid Due date for
Financial Year
Dividend outstanding as on of Dividend dividends by transfer to IEPF
31 March, 2019 (Rs.) Investors
2011-12 (Final) 25% 4,40,436 July 18, 2012 August 24, 2019 September 23,
2019
2012-13 (Interim) 40% 4,86,564 November 7, 2012 December 13, 2019 January 12, 2020
2012-13 (Final) 50% 6,87,668 July 18, 2013 August 24, 2020 September 23,
2020
2013-14 (Interim) 40% 4,23,770 October 17, 2013 November 23, 2020 December 22,
2020
2013-14 (Final) 60% 16,53,318 July 17, 2014 August 23, 2021 September 22,
2021
2014-15 (Interim) 60% 27,30,885 September 29, 2014 October 28, 2021 November 27,
2021
2014-15 (Final) 100% 19,75,975 July 16,2015 August 22, 2022 September 21,
2022
2015-16 (1st interim) 60% 6,70,816 October 15, 2015 November 21, 2022 December 20,
2022
2015-16 (2nd Interim) 80% 6,86,572 March 17,2016 April 23, 2023 May 22, 2023
2016-17 (Special) 50% 7,29,364 August 29, 2016 October 5, 2023 November 4, 2023
2016- 17 (Interim) 60% 7,77,498 October 13, 2016 November 19, 2023 December 18,
2023
2016-17 (Final) 100% 10,00,150 July 13, 2017 August 19, 2024 September 18,
2024
2017-18 (1st Interim) 100% 21,48,860 October 12, 2017 November 15, 2024 December 14,
2024
2017-18 (2nd Interim) 80% 16,49,304 January 18, 2018 February 21, 2025 March 20, 2025
2017-18 (Final) 80% 14,06,096 July 12, 2018 August 18, 2025 September 17,
2025
2018-19 (Interim) 120% 929,148 October 17, 2018 November 20, 2025 December 19,
2025
Annual Report | 2018-19

138
The movement of unclaimed shares in the “Cyient Ltd – Unclaimed Suspense Account” during the year as follows:-

Particulars No. of Shareholders No. of Shares

Aggregate number of shareholders and the outstanding shares in the suspense 53 32,778
account lying as on 1 April 2018
Shareholders who approached the company for transfer of shares from suspense 3 2,460
account during the year
Shareholders to whom shares were transferred from suspense account during the 3 2,460
year
Shareholders whose shares are transferred to the demat account of the IEPF 19 10,275
authority as per Section 124 of the Act
Aggregate number of shareholders and the outstanding shares in the suspense 31 20,043
account lying as on 31 March, 2019
The voting rights on the shares outstanding in the suspense account as on 31 March 2019 shall remain frozen till the rightful
owner of such shares claims the shares.
The company sends reminders to the shareholders concerned to claim the unclaimed and unpaid dividends before they are
transferred to the IEPF.
The shareholders who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an
online application in the prescribed Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the
same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against
the Company in respect of the dividend/ shares so transferred.

Annual Report | 2018-19

139
Annexure to Report on Corporate Governance

The Members,
Cyient Limited,
Hyderabad.
SUB: Certificate under Schedule V(C)(10)(i) of SEBI (Listing Obligations and Disclosure Requirements), 2015
I, S. Chidambaram, Practicing Company Secretaries, have examined the Company and Registrar of Companies records, books
and papers of CYIENT LIMITED (CIN: L72200TG1991PLC013134) having its Registered Office at “4th Floor, ‘A’ Wing, Plot
No.11, Software Units Layout, Infocity, Madhapur, Hyderabad - 500081, Telangana State, India (the Company) as required to be
maintained under the Companies Act, 2013, SEBI Regulations, other applicable rules and regulations made thereunder for the
Financial Year ended on March 31, 2019.
In my opinion and to the best of my information and according to the examinations carried out by me and explanations and
representation furnished to me by the Company, its officers and agents, we certify that none of the following Directors of
the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI/
Ministry of Corporate Affairs or any such statutory authority as on March 31, 2019:
List of Director of the Company as on 31st March, 2019 :

Sl.
DIN No Name of the Director Designation
No
1 00058215 Venkat Rama Mohan Reddy Bodanapu Executive Chairman
2 05301037 Ganesh Venkat Krishna Bodanapu Managing Director & CEO
3 00193357 Krishnan Ramachandran Independent Director
4 00074842 Som Mittal Independent Director
5 06997266 Andrea Higgins Bierce Independent Director
6 07102549 Paterson John Paul Independent Director
7 07797921 Vinai Kumar Thummalapally Independent Director
8 05218876 Vikas Sehgal Additional Director (Independent)
9 00170478 Murugappan Murugappan Muthiah Non-executive & Non independent Director
10 03015749 Alain A De Taeye Non-executive & Non independent Director

Signature:

S. Chidambaram
Practicing Company Secretary:
Place: Hyderabad FCS No. 3935
Date: 23 April 2019 C P No: 2286
Annual Report | 2018-19

140
Associate Career
and Competency
Progression Plan
As the organization gears toward
building capabilities to become a
technology partner of choice, it is
critical to define an enabling career
framework that helps sustain this
goal.

With this in mind, we launched the

Associate Career and Competency
Progression initiative to redefine
the technical career path for
associates and describe the critical
competencies for individual career
progression.

Rail Transportation became the

first business unit to work on this
initiative. The response has been
enthusiastic, and as we head into
FY20, we look forward to its full-
fledged roll-out across the business.

Annual Report | 2018-19

141
REPORT OF THE INDEPENDENT AUDITOR ON THE
ABRIDGED STANDALONE IND AS FINANCIAL STATEMENTS
TO THE MEMBERS OF CYIENT LIMITED Auditor’s Responsibility
The accompanying abridged standalone Ind AS financial Our responsibility is to express an opinion on the abridged
statements of CYIENT LIMITED (“the Company”), which standalone Ind AS financial statements based on our
comprise Abridged standalone Balance Sheet as at March procedures conducted in accordance with Standard on
31, 2019, Abridged standalone Statement of Profit and Loss Auditing (SA) 810 “Engagements to Report on Summary
(including Other Comprehensive Income), Abridged Cash Financial Statements” specified under Section 143(10) of the
Flow Statement and Abridged Statement of Changes in Act. In performing those procedures, the auditor considers
Equity for the year then ended, and related notes, are derived internal control relevant to the Company’s preparation and
from the audited standalone Ind AS financial statements fair presentation of the abridged standalone Ind AS financial
of the Company for the year ended March 31, 2019. We statements in order to design audit procedures that are
expressed an unmodified audit opinion on those standalone appropriate in the circumstances, but not for the purpose of
Ind AS financial statements in our report dated April 25, 2019. expressing an opinion on the eﬀectiveness of the Company’s
internal control.
The abridged standalone Ind AS financial statements do not
contain all the disclosures required by the Companies Act, Opinion
2013 (“the Act”) and Indian Accounting Standards (Ind AS)
In our opinion and to the best of our information and
prescribed under Section 133 of the Act and accounting
explanations given to us, the abridged standalone Ind AS
principles generally accepted in India which were applied in
financial statements prepared in accordance with Rule 10 of
the preparation of the audited standalone Ind AS financial
the Companies (Accounts) Rules, 2014, as amended, derived
statements of the Company. Reading the abridged standalone
from the audited standalone Ind AS financial statements of
Ind AS financial statements, therefore, is not a substitute for
the Company for the year ended March 31, 2019 prepared
reading the audited standalone Ind AS financial statements of
in accordance with the Ind AS prescribed under Section 133
the Company.
of the Act and accounting principles generally accepted in
Management’s Responsibility for the Abridged Standalone India, are a fair summary of those audited standalone Ind AS
Ind AS Financial Statements financial statements.
The Company’s Board of Directors is responsible for the
preparation of the abridged standalone Ind AS financial
For DELOITTE HASKINS & SELLS
statements in accordance with the requirements specified
Chartered Accountants
under Section 136(1) read with Rule 10 of the Companies
(Firm’s Registration No.008072S)
(Accounts) Rules, 2014, as amended, based on the audited
standalone Ind AS financial statements of the Company for
the year ended March 31, 2019, prepared in accordance with
Indian Accounting Standards prescribed under Section 133 of
C. Manish Muralidhar
the Act and accounting principles generally accepted in India.
Partner
This responsibility includes the design, implementation and
(Membership No. 213649)
maintenance of internal control relevant to the preparation
Place : Hyderabad
and presentation of the abridged standalone Ind AS financial
Date : April 25, 2019
statements.
Annual Report | 2018-19

142
INDEPENDENT AUDITOR’S REPORT
To The Members of Cyient Limited in accordance with the Standards on Auditing specified
Report on the Audit of the Standalone Financial Statements under section 143(10) of the Act (SAs). Our responsibilities
under those Standards are further described in the Auditor’s
Opinion Responsibility for the Audit of the Standalone Financial
We have audited the accompanying standalone financial Statements section of our report. We are independent of the
statements of Cyient Limited (“the Company”), which Company in accordance with the Code of Ethics issued
comprise the Balance Sheet as at March 31, 2019, and the by the Institute of Chartered Accountants of India (ICAI)
Statement of Profit and Loss (including Other Comprehensive together with the ethical requirements that are relevant to
Income), the Cash Flow Statement and the Statement of our audit of the standalone financial statements under the
Changes in Equity for the year then ended, and a summary provisions of the Act and the Rules made thereunder, and we
of significant accounting policies and other explanatory have fulfilled our other ethical responsibilities in accordance
information. with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence obtained by us is suﬃcient
In our opinion and to the best of our information and according
and appropriate to provide a basis for our audit opinion on the
to the explanations given to us, the aforesaid standalone
standalone financial statements.
financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required Key Audit Matters
and give a true and fair view in conformity with the Indian Key audit matters are those matters that, in our professional
Accounting Standards prescribed under section 133 of the judgement, were of most significance in our audit of the
Act read with the Companies (Indian Accounting Standards) standalone financial statements of the current period. These
Rules, 2015, as amended, (“Ind AS”) and other accounting matters were addressed in the context of our audit of the
principles generally accepted in India, of the state of aﬀairs standalone financial statements as a whole, and in forming
of the Company as at March 31, 2019, and its profit, total our opinion thereon, and we do not provide a separate opinion
comprehensive income, its cash flows and the changes in on these matters. We have determined the matter described
equity for the year ended on that date. below to be the key audit matter to be communicated in our
Basis for Opinion report.
We conducted our audit of the standalone financial statements

Sr.
Key Audit Matter Auditor’s Response
No.
1 Accuracy of recognition, We assessed the Company’s process to identify the impact of adoption of the new revenue
measurement, presentation accounting standard.
and disclosures of revenues Our audit approach consisted testing of the design and operating eﬀectiveness of the
and other related balances internal controls and substantive testing as follows:
in view of adoption of
Ind AS 115 “Revenue from • Evaluated the design of internal controls relating to implementation of the new
Contracts with Customers” revenue accounting standard.
(new revenue accounting • Tested the operating eﬀectiveness of the internal control, relating to identification
standard) of the distinct performance obligations and determination of transaction price. We
carried out a combination of procedures involving enquiry and observation, and
The application of the inspection of evidence in respect of operation of these controls.
new revenue accounting
standard involves certain • Performed the following procedures:
key judgements relating • Analysed and identified the distinct performance obligations in the contracts.
to identification of • Compared these performance obligations with that identified and recorded by the
distinct performance Company.
obligations, determination
of transaction price of the • Considered the terms of the contracts to determine the transaction price including
identified performance any variable consideration to verify the transaction price used to compute revenue
obligations and the and to test the basis of estimation of the variable consideration.
appropriateness of the basis • Samples in respect of revenue recorded for time and material contracts were tested
used to measure revenue using a combination of approved time sheets including customer acceptances,
recognized over a period. subsequent invoicing and historical trend of collections and disputes.
• In respect of samples relating to fixed price contracts, progress towards
Annual Report | 2018-19

Refer Note 17A to the

Standalone Financial satisfaction of performance obligation used to compute recorded revenue was
Statements. verified with actual eﬀorts from the time recording system.
• Sample of revenues were tested with the performance obligations specified in the
underlying contracts.
• Performed analytical procedures for reasonableness of revenues disclosed by contract
type and service oﬀerings.

143
Information Other than the Financial Statements and Auditor’s Responsibility for the Audit of the Standalone
Auditor’s Report Thereon Financial Statements
• The Company’s Board of Directors is responsible Our objectives are to obtain reasonable assurance about
for the other information. The other information whether the standalone financial statements as a whole
comprises the information included in the Director’s are free from material misstatement, whether due to fraud
report, Management discussion & Analysis and or error, and to issue an auditor’s report that includes our
Business responsibility report, but does not include the opinion. Reasonable assurance is a high level of assurance,
standalone financial statements and our auditor’s report but is not a guarantee that an audit conducted in accordance
thereon. with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
• Our opinion on the standalone financial statements
considered material if, individually or in the aggregate, they
does not cover the other information and we do not
could reasonably be expected to influence the economic
express any form of assurance conclusion thereon.
decisions of users taken on the basis of these standalone
• In connection with our audit of the standalone financial financial statements.
statements, our responsibility is to read the other
As part of an audit in accordance with SAs, we exercise
information and, in doing so, consider whether the
professional judgement and maintain professional skepticism
other information is materially inconsistent with the
throughout the audit. We also:
standalone financial statements or our knowledge
obtained during the course of our audit or otherwise • Identify and assess the risks of material misstatement
appears to be materially misstated. of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
• If, based on the work we have performed, we conclude
responsive to those risks, and obtain audit evidence
that there is a material misstatement of this other
that is sufficient and appropriate to provide a basis
information, we are required to report that fact. We have
for our opinion. The risk of not detecting a material
nothing to report in this regard.
misstatement resulting from fraud is higher than for
Management’s Responsibility for the Standalone Financial one resulting from error, as fraud may involve collusion,
Statements forgery, intentional omissions, misrepresentations, or
The Company’s Board of Directors is responsible for the the override of internal control.
matters stated in section 134(5) of the Act with respect to • Obtain an understanding of internal financial control
the preparation of these standalone financial statements relevant to the audit in order to design audit procedures
that give a true and fair view of the financial position, that are appropriate in the circumstances. Under
financial performance including other comprehensive section 143(3)(i) of the Act, we are also responsible for
income, cash flows and changes in equity of the Company in expressing our opinion on whether the Company has
accordance with the Ind AS and other accounting principles adequate internal financial controls system in place and
generally accepted in India. This responsibility also includes the operating effectiveness of such controls.
maintenance of adequate accounting records in accordance
• Evaluate the appropriateness of accounting policies
with the provisions of the Act for safeguarding the assets of
used and the reasonableness of accounting estimates
the Company and for preventing and detecting frauds and
and related disclosures made by the management.
other irregularities; selection and application of appropriate
accounting policies; making judgements and estimates that • Conclude on the appropriateness of management’s use
are reasonable and prudent; and design, implementation of the going concern basis of accounting and, based
and maintenance of adequate internal financial controls, on the audit evidence obtained, whether a material
that were operating effectively for ensuring the accuracy uncertainty exists related to events or conditions that
and completeness of the accounting records, relevant to may cast significant doubt on the Company’s ability to
the preparation and presentation of the standalone financial continue as a going concern. If we conclude that a material
statement that give a true and fair view and are free from uncertainty exists, we are required to draw attention
material misstatement, whether due to fraud or error. in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures
In preparing the standalone financial statements,
are inadequate, to modify our opinion. Our conclusions
management is responsible for assessing the Company’s
are based on the audit evidence obtained up to the
ability to continue as a going concern, disclosing, as
date of our auditor’s report. However, future events or
applicable, matters related to going concern and using the
Annual Report | 2018-19

conditions may cause the Company to cease to continue

going concern basis of accounting unless management either
as a going concern.
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so. • Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
Those Board of Directors are also responsible for overseeing
disclosures, and whether the standalone financial
the Company’s financial reporting process.
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
144
Materiality is the magnitude of misstatements in the f) With respect to the adequacy of the internal
standalone financial statements that, individually or in financial controls over financial reporting of the
aggregate, makes it probable that the economic decisions of Company and the operating effectiveness of such
a reasonably knowledgeable user of the standalone financial controls, refer to our separate Report in “Annexure
statements may be influenced. We consider quantitative A”. Our report expresses an unmodified opinion on
materiality and qualitative factors in (i) planning the scope of the adequacy and operating effectiveness of the
our audit work and in evaluating the results of our work; and Company’s internal financial controls over financial
(ii) to evaluate the effect of any identified misstatements in reporting.
the standalone financial statements. With respect to the other matters to be included
We communicate with those charged with governance in the Auditor’s Report in accordance with the
regarding, among other matters, the planned scope and requirements of section 197(16) of the Act, as
timing of the audit and significant audit findings, including amended,in our opinion and to the best of our
any significant deficiencies in internal control that we identify information and according to the explanations
during our audit. given to us, the remuneration paid by the Company
We also provide those charged with governance with a to its directors during the year is in accordance with
statement that we have complied with relevant ethical the provisions of section 197 of the Act.
requirements regarding independence, and to communicate g) With respect to the other matters to be included
with them all relationships and other matters that may in the Auditor’s Report in accordance with Rule
reasonably be thought to bear on our independence, and 11 of the Companies (Audit and Auditors) Rules,
where applicable, related safeguards. 2014, as amended in our opinion and to the best of
From the matters communicated with those charged with our information and according to the explanations
governance, we determine those matters that were of given to us:
most significance in the audit of the standalone financial i. The Company has disclosed the impact of
statements of the current period and are therefore the key pending litigations on its financial position in
audit matters. We describe these matters in our auditor’s its standalone financial statements
report unless law or regulation precludes public disclosure ii. The Company has made provision, as required
about the matter or when, in extremely rare circumstances, under the applicable law or accounting
we determine that a matter should not be communicated in standards, for material foreseeable losses,
our report because the adverse consequences of doing so if any, on long-term contracts including
would reasonably be expected to outweigh the public interest derivative contracts;
benefits of such communication.
iii. There has been no delay in transferring
Report on Other Legal and Regulatory Requirements amounts, required to be transferred, to the
1. As required by Section 143(3) of the Act, based on our Investor Education and Protection Fund by the
audit we report that: Company.
a) We have sought and obtained all the information 2. As required by the Companies (Auditor’s Report) Order,
and explanations which to the best of our 2016 (“the Order”) issued by the Central Government in
knowledge and belief were necessary for the terms of Section 143(11) of the Act, we give in “Annexure
purposes of our audit. B” a statement on the matters specified in paragraphs 3
b) In our opinion, proper books of account as required and 4 of the Order.
by law have been kept by the Company so far as it
appears from our examination of those books.
For DELOITTE HASKINS & SELLS
c) The Balance Sheet, the Statement of Profit and Chartered Accountants
Loss including Other Comprehensive Income, the (Firm’s Registration No.008072S)
Cash Flow Statement and Statement of Changes
in Equity dealt with by this Report are in agreement
with the books of account.
d) In our opinion, the aforesaid standalone financial C. Manish Muralidhar
statements comply with the Ind AS specified Partner
Annual Report | 2018-19

under Section 133 of the Act. (Membership No. 213649)

Place : Hyderabad
e) On the basis of the written representations
received from the directors as on March 31, 2019 Date : April 25, 2019
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2019
from being appointed as a director in terms of
Section 164(2) of the Act.
145
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1(f ) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the Internal Financial Controls Over Financial opinion on the Company’s internal financial controls system
Reporting under Clause (i) of Sub-section 3 of Section 143 over financial reporting.
of the Companies Act, 2013 (“the Act”)
Meaning of Internal Financial Controls Over Financial
We have audited the internal financial controls over financial Reporting
reporting of Cyient Limited (“the Company”) as of March 31,
A company’s internal financial control over financial reporting
2019 in conjunction with our audit of the standalone Ind AS
is a process designed to provide reasonable assurance
financial statements of the Company for the year ended on
regarding the reliability of financial reporting and the
that date.
preparation of financial statements for external purposes in
Management’s Responsibility for Internal Financial Controls accordance with generally accepted accounting principles. A
The Company’s management is responsible for establishing company’s internal financial control over financial reporting
and maintaining internal financial controls based on the includes those policies and procedures that (1) pertain to the
internal control over financial reporting criteria established maintenance of records that, in reasonable detail, accurately
by the Company considering the essential components and fairly reflect the transactions and dispositions of the
of internal control stated in the Guidance Note on Audit assets of the company; (2) provide reasonable assurance that
of Internal Financial Controls Over Financial Reporting transactions are recorded as necessary to permit preparation
issued by the Institute of Chartered Accountants of India. of financial statements in accordance with generally accepted
These responsibilities include the design, implementation accounting principles, and that receipts and expenditures
and maintenance of adequate internal financial controls of the company are being made only in accordance with
that were operating effectively for ensuring the orderly authorisations of management and directors of the company;
and efficient conduct of its business, including adherence and (3) provide reasonable assurance regarding prevention
to company’s policies, the safeguarding of its assets, the or timely detection of unauthorised acquisition, use, or
prevention and detection of frauds and errors, the accuracy disposition of the company’s assets that could have a material
and completeness of the accounting records, and the timely effect on the financial statements.
preparation of reliable financial information, as required under Inherent Limitations of Internal Financial Controls Over
the Companies Act, 2013. Financial Reporting
Auditor’s Responsibility Because of the inherent limitations of internal financial
Our responsibility is to express an opinion on the Company’s controls over financial reporting, including the possibility
internal financial controls over financial reporting of the of collusion or improper management override of controls,
Company based on our audit. We conducted our audit in material misstatements due to error or fraud may occur and
accordance with the Guidance Note on Audit of Internal not be detected. Also, projections of any evaluation of the
Financial Controls Over Financial Reporting (the “Guidance internal financial controls over financial reporting to future
Note”) issued by the Institute of Chartered Accountants of periods are subject to the risk that the internal financial control
India and the Standards on Auditing prescribed under Section over financial reporting may become inadequate because of
143(10) of the Companies Act, 2013, to the extent applicable changes in conditions, or that the degree of compliance with
to an audit of internal financial controls. Those Standards the policies or procedures may deteriorate.
and the Guidance Note require that we comply with ethical Opinion
requirements and plan and perform the audit to obtain
In our opinion, to the best of our information and according to
reasonable assurance about whether adequate internal
the explanations given to us, the Company has, in all material
financial controls over financial reporting was established
respects, an adequate internal financial controls system over
and maintained and if such controls operated effectively in all
financial reporting and such internal financial controls over
material respects.
financial reporting were operating effectively as at March 31,
Our audit involves performing procedures to obtain audit 2019, based on the criteria for internal financial control over
evidence about the adequacy of the internal financial financial reporting established by the Company considering
controls system over financial reporting and their operating the essential components of internal control stated in the
effectiveness. Our audit of internal financial controls over Guidance Note on Audit of Internal Financial Controls Over
financial reporting included obtaining an understanding of Financial Reporting issued by the Institute of Chartered
internal financial controls over financial reporting, assessing Accountants of India.
the risk that a material weakness exists, and testing and For DELOITTE HASKINS & SELLS
Annual Report | 2018-19

evaluating the design and operating eﬀectiveness of Chartered Accountants

internal control based on the assessed risk. The procedures (Firm’s Registration No.008072S)
selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. C. Manish Muralidhar
We believe that the audit evidence we have obtained is Place : Hyderabad Partner
suﬃcient and appropriate to provide a basis for our audit Date : April 25, 2019 (Membership No. 213649)
146
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
property, plant and equipment.
(b) Some of the property, plant and equipment were physically verified during the year by the Management in accordance
with a programme of verification, which in our opinion provides for physical verification of all the property, plant
and equipment at reasonable intervals. According to the information and explanations given to us, no material
discrepancies were noted on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the
examination of the registered sale deed / conveyance deed provided to us, we report that, the title deeds, comprising
all the immovable properties of land which are freehold, are held in the name of the Company as at the balance sheet
date, except the following:
Gross Block Net Block
as at as at
Particulars of freehold land Remarks
31.03.2019 31.03.2019
(` in million) (` in million)
Freehold land located at 4 4 Pending completion of
Nanakramguda Village, legal formalities relating to
admeasuring 10 acres. conveyance

In respect of immovable properties of land that have been taken on lease and disclosed as property, plant and
equipment in the financial statements, the lease agreements are in the name of the Company, where the Company
is the lessee in the agreement. In case of one leasehold land, the Company is yet to receive the title which is pending
completion of legal formalities relating to conveyance.

ii. The Company does not have any inventory and hence reporting under clause (ii) of the Order is not applicable.

iii. According to the information and explanations given to us, the Company has granted loans, unsecured, to companies
covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s
interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of
principal amounts and interest have been regular as per stipulations.

(c) There is no overdue amount remaining outstanding as at the year-end.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions
of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing
guarantees and securities, as applicable.

v. According to the information and explanations given to us, the Company has not accepted any deposit during the year and
does not have any outstanding unclaimed deposits as at March 31, 2019 and therefore, reporting under clause (v) of the
Order is not applicable.

vi. Having regard to the nature of the Company’s business / activities, reporting under clause (vi) of the Order is not applicable.

vii. According to the information and explanations given to us, in respect of statutory dues:
Annual Report | 2018-19

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State
Insurance, Income-tax, Goods & Services Tax, Customs Duty, cess and other material statutory dues applicable to it
to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax,
Goods & Services Tax, Customs Duty, cess and other material statutory dues in arrears as at March 31, 2019 for a
period of more than six months from the date they became payable.
147
(c) Details of dues of Sales Tax, Service Tax, and Value Added Tax which have not been deposited as on March 31, 2019 on
account of disputes are given below:

Forum where Dispute is Period to which the Amount Unpaid

Name of Statute Nature of Dues
Pending Amount Relates (` in million)
Central Sales Tax Act, Sales Tax Sales Tax Appellate 2004-05 to 8
1956 Tribunal 2009-10 & 2012-13
Andhra Pradesh Value Value Added Tax Sales Tax Appellate 2005-06 to 2
Added Tax Act, 2005 Tribunal 2009-10 &
2015-16
Finance Act, 1994 Service Tax Central Excise and Service 2006-07 to 2010- 130
Tax Appellate Tribunal 11 & 2013-14 to
2015-16
Income Tax Act, 1961 Income Tax The High Court of Telangana 2001-02, 2004-05 16
Income Tax Act, 1961 Income Tax Commissioner of Income 2010-11 10
Tax (Appeals)
Income Tax Act, 1961 Income Tax Income Tax Appellate 2003-04, 2011-12 22
Tribunal
There are no dues of Customs Duty, as on March 31, 2019 on account of disputes.

viii. The Company has not taken any loans or borrowings from financial institutions, banks and government or issued any
debentures. Hence, reporting under clause (viii) of the Order is not applicable to the Company.

ix. The Company has not raised moneys by way of initial public oﬀer or further public oﬀer (including debt instruments) or term
loans and hence reporting under clause (ix) of the Order is not applicable.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and
no fraud on the Company by its oﬃcers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has provided managerial
remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to
the Companies Act, 2013.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177
and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related
party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered
into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the
Companies Act, 2013 are not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm’s Registration No.008072S)
Annual Report | 2018-19

C. Manish Muralidhar
Partner
(Membership No. 213649)
Place : Hyderabad
Date : April 25, 2019

148
Abridged Balance Sheet as at March 31, 2019
(All amounts in ` millions, except share and per share data and where otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment 2,460 2,252
Capital work-in-progress 287 213
Intangible assets 204 292
Intangible assets under development 468 251
Financial assets
(a) Investments 5,101 4,639
(b) Loans 491 127
(c) Other financial assets 197 193
Deferred tax assets (net) 194 167
Income tax assets (net) 320 392
Other non-current assets 462 507
Total non-current assets 10,184 9,033
Current assets
Financial assets
(a) Investments 278 1,130
(b) Trade receivables 5,079 4,151
(c) Cash and cash equivalents 6,998 7,200
(d) Other bank balances 129 66
(e) Loans 320 267
(f) Other financial assets 1,805 1,628
Other current assets 1,008 536
Total current assets 15,617 14,978
Total assets 25,801 24,011
EQUITY AND LIABILITIES
EQUITY
Equity share capital 552 563
Other equity 21,813 20,051
Total equity 22,365 20,614
LIABILITIES
Non-current liabilities
Provisions 863 701
Total non-current liabilities 863 701
Current liabilities
Financial liabilities
(a) Trade payables
(i) total outstanding dues of micro enterprises and small enterprises 1 1
(ii) total outstanding dues of creditors other than micro enterprises and 1,962 1,932
small enterprises
(b) Other financial liabilities 137 173
Income tax liabilities (net) 48 44
Provisions 97 71
Other current liabilities 328 475
Total current liabilities 2,573 2,696
Total liabilities 3,436 3,397
Total equity and liabilities 25,801 24,011
Accompanying notes form an integral part of the abridged financial statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants

B.V.R. Mohan Reddy Krishna Bodanapu

Annual Report | 2018-19

C. Manish Muralidhar Executive Chairman Managing Director and CEO

Partner (DIN - 00058215) (DIN - 05301037)

Ajay Aggarwal Sudheendhra Putty

President & Company Secretary
Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad Place : Hyderabad
Date : April 25, 2019 Date : April 25, 2019
149
Abridged Statement of Profit and Loss for the year ended March 31, 2019
(All amounts in ` millions, except share and per share data and where otherwise stated)
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
INCOME
Revenue from operations 16,149 14,397
Other income 1,621 1,923
Total income 17,770 16,320
EXPENSES
Employee benefits expense 7,546 6,758
Finance costs 11 6
Depreciation and amortisation expense 509 508
Other expenses 4,292 3,891
Total expenses 12,358 11,163
Profit before exceptional item and tax 5,412 5,157
Exceptional item - (103)
Profit before tax 5,412 5,260
Tax expense
Current tax 1,179 1,285
Deferred tax (174) (43)
Total tax expense 1,005 1,242
Profit for the year 4,407 4,018
Other comprehensive income (OCI)
(a) Items that will not be reclassified subsequently to statement of profit and loss:
(i) Remeasurements of the net defined benefit liability (65) (1)
(ii) Equity instruments through other comprehensive income 2 -
(iii) Income tax relating to items that will not be reclassified to statement of
16 -
profit and loss
(b) Items that will be reclassified subsequently to statement of profit and loss:
(i) Eﬀective portion of gains / (loss) on designated portion of hedging
468 (545)
instruments in a cash flow hedge
(ii) Income tax on items that may be reclassified to statement profit and loss (164) 189
Total other comprehensive income 257 (357)
Total comprehensive income for the year 4,664 3,661
Earnings per equity share (par value of ` 5 each)
Basic (`) 39.07 35.69
Diluted (`) 39.01 35.54
Accompanying notes form an integral part of the abridged financial statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants

B.V.R. Mohan Reddy Krishna Bodanapu

C. Manish Muralidhar Executive Chairman Managing Director and CEO
Partner (DIN - 00058215) (DIN - 05301037)
Annual Report | 2018-19

Ajay Aggarwal Sudheendhra Putty

President & Company Secretary
Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad Place : Hyderabad
Date : April 25, 2019 Date : April 25, 2019

150
Abridged Statement of changes in equity for the year ended March 31, 2019
(All amounts in ` millions, except share and per share data and where otherwise stated)
a. Equity share capital
Particulars Amount
Balance as at March 31, 2017 563
Issue of shares during the year* -
Balance as at March 31, 2018 563
Issue of shares during the year 2
Shares bought back and extinguished during the year (10)
Shares bought back pending extinguishment (3)
Balance as at March 31, 2019 552
*On issue of shares (under Company’s associate stock option plan) during the previous year, the Company had received ` 0.15 rounded oﬀ.
b. Other equity
Surplus Items of other
comprehensive income Total
Particulars Capital Stock Cash flow Equity other
Redemption Securities General option Retained hedge instruments equity
Reserve premium reserve reserve earnings reserve through OCI
Balance as at March 31, 2017 - 3,850 5,289 206 8,588 326 - 18,259
Profit for the year - - - - 4,018 - - 4,018
Other comprehensive income - - - - (1) (356) - (357)
Total comprehensive income for the year - - - - 4,017 (356) - 3,661
Issue of shares under the Company's associate stock option plan - 13 - - - - - 13
Stock option expense for the year - - - 15 - - - 15
Dividends paid (including dividend distribution tax) - - - - (1,897) - - (1,897)
Balance as at March 31, 2018 - 3,863 5,289 221 10,708 (30) - 20,051
Profit for the year - - - - 4,407 - - 4,407
Other comprehensive Income - - - - (49) 304 2 257
Total comprehensive income for the year - - - - 4,358 304 2 4,664
Issue of shares under the Company's associate stock option plan - 199 - (179) - - - 20
Stock option expense for the year - - - 29 - - - 29
Dividends paid (including dividend distribution tax) - - - - (1,269) - - (1,269)
Buyback of equity shares - (1,655) - - - - - (1,655)
Transaction costs towards Buyback of equity shares - (27) - - - - - (27)
Amount transferred to capital redemption reserve upon Buyback 13 - (13) - - - - -
Balance as at March 31, 2019 13 2,380 5,276 71 13,797 274 2 21,813
Accompanying notes form an integral part of the abridged financial statements
In terms of our report attached
For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants
B.V.R. Mohan Reddy Krishna Bodanapu
C. Manish Muralidhar Executive Chairman Managing Director and CEO
Partner (DIN - 00058215) (DIN - 05301037)

Ajay Aggarwal Sudheendhra Putty

President & Company Secretary
Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad Place : Hyderabad
Date : April 25, 2019 Date : April 25, 2019
Annual Report | 2018-19

151
Abridged Cash Flow Statement for the year ended March 31, 2019
(All amounts in ` millions, except share and per share data and where otherwise stated)
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Net cash flow from operating activities 2,281 2,399
Net cash from/(used in) investing activities 102 (122)
Net cash used in financing activities (2,881) (1,891)
Net increase in cash and cash equivalents (498) 386
Cash and cash equivalents at the beginning of the year 7,200 6,516
Exchange diﬀerences on translation of foreign currency cash and cash 296 298
equivalents
Cash and cash equivalents at the end of the year [refer note (i) below] 6,998 7,200

Notes:
(i) Cash and cash equivalents comprises of:
Balances with banks
in current accounts 510 817
in deposit accounts 4,177 4,264
Deposits with financial institutions 2,241 1,955
Remittances in transit 70 164
Total 6,998 7,200
Accompanying notes form an integral part of the abridged financial statements

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of Directors
Chartered Accountants

B.V.R. Mohan Reddy Krishna Bodanapu

C. Manish Muralidhar Executive Chairman Managing Director and CEO
Partner (DIN - 00058215) (DIN - 05301037)

Ajay Aggarwal Sudheendhra Putty

President & Company Secretary
Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad Place : Hyderabad
Date : April 25, 2019 Date : April 25, 2019
Annual Report | 2018-19

152
Notes forming part of the abridged financial statements
(All amounts in ` millions, except share and per share data and where otherwise stated)
1. Corporate Information
(Refer to Note 1 of the standalone financial statements)
Cyient Limited (‘Cyient’ or ‘the Company’) is engaged in providing global technology services and solutions specialising
in geospatial, engineering design, analytics, network and operations solutions. The Company is a public limited Company
incorporated in India and has its headquarters and development facilities in India and serves a global customer base
through its subsidiaries in the United States of America (USA), United Kingdom (UK), Germany, Japan, Australia, Singapore
and India. Cyient’s range of services include digitisation of drawings and maps, photogrammetry, computer aided design/
engineering (CAD/CAE), design and modelling, repair development engineering, reverse engineering application software
development, software products development, consulting, analytics and implementation. Cyient specialises in software
services and solutions for the manufacturing, utilities, telecommunications, transportation & logistics, local government
and financial services markets.
The Company’s shares are listed on the BSE Limited and National Stock Exchange of India Limited.
Complete Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash flows and
other statements and notes thereto prepared as per the requirements of Division II to the Schedule III to the Companies
Act, 2013 are available at the Company’s website.
Copy of the financial statements is also available for inspection at the registered oﬃce of the Company during the working
hours for a period of 21 days before the date of AGM.
2. Related Party Transactions
(Refer to Note 22 of the standalone financial statements)
(A) The list of related parties of the Company is given below:

Extent of holding (%) as at

Country of
Name of the Subsidiaries
incorporation March 31, 2019 March 31, 2018

Cyient Europe Limited UK 100% 100%

Cyient Inc. USA 100% 100%
Cyient GmbH Germany 100% 100%
Cyient KK [refer note (i) below] Japan 14% 100%
Cyient Insights Private Limited [refer note (ii) below] India 100% 51%
Cyient Australia Pty Limited Australia 100% 100%
Cyient DLM Private Limited [refer note (iii) below] India 100% 74%
Cyient Singapore Private Limited Singapore 100% 100%
Cyient Israel India Limited [refer note (iv) below] Israel 100% 100%
Cyient Engineering (Beijing) Limited [refer note (v) below] China - -
Cyient Solutions and Systems Private Limited [refer note (vi) below] India 51% 100%
Cyient Urban Micro Skill Centre Foundation [refer note (vii) below] India - -
(i) During the year, Cyient KK, Japan increased its paid-up capital from ` 5 to ` 39. The additional capital was infused
by Cyient Australia Pty Limited. Consequently, Cyient Australia Pty Limited holds 86% of shareholding in Cyient KK,
Japan and Cyient Limited holds the remaining 14% shareholding.
(ii) During the year, the Company acquired the remaining 49% shareholding of 979,744 equity shares of ` 10 each in Cyient
Insights Private Limited for a consideration of ` 35. Consequently, Cyient Insights Private Limited and its wholly owned
subsidiary Cyient Insights LLC became wholly owned subsidiaries of the Company.
(iii) During the year, the Company acquired remaining 26% shareholding of 355,420 equity shares of ` 10 each in Cyient
DLM Private Limited for a consideration of ` 425, in accordance with the investment agreement dated January 02,
2015 and amendments thereon. Consequently, Cyient DLM Private Limited became wholly owned subsidiary of the
Annual Report | 2018-19

Company.
(iv) On July 18, 2016, the Company incorporated a wholly owned subsidiary, Cyient Israel India Limited, in Israel. During
previous year, the subsidiary has commenced its commercial operations.
(v) On March 25, 2016, the Company incorporated a wholly owned subsidiary, Cyient Engineering (Beijing) Limited, in
China. There is no investment in the subsidiary till March 31, 2019 and the subsidiary is yet to commence commercial
operations.

153
(vi) During the previous year, the Company subscribed to 49% share capital in Cyient Solutions and Systems Private
Limited (“CSSPL”). The Company acquired 51% share capital in March 2018, increasing the shareholding to 100%.
On April 11, 2018, CSSPL entered into a share purchase agreement with Bluebird Aero Systems Limited (“Bluebird”),
wherein Bluebird acquired 49% shareholding in CSSPL.
(vii) During the year, the Company incorporated a wholly owned Company Under Section 8 of the Companies Act, 2013,
Cyient Urban Micro Skill Centre Foundation, to further the CSR activities of the Company.

Country of Extent of holding (%) as at

Name of the Joint Venture
incorporation March 31, 2019 March 31, 2018
Infotech HAL Limited India 50% 50%

Subsidiaries of Cyient Inc.:

Country of Extent of holding (%) as at
Name of the Subsidiaries
incorporation March 31, 2019 March 31, 2018
Cyient Canada Inc. Canada 100% 100%
Cyient Defense Services Inc. USA 100% 100%
Certon Software Inc.* USA - 100%
Certon Instruments Inc.* USA - 100%
B&F Design Inc.** USA 100% 100%
New Technology Precision Machining Co., Inc.*** USA 100% -
* Cyient Inc., acquired 100% stake of Certon Software Inc., USA (and its wholly owned subsidiary Certon Instruments
Inc., USA) on February 8, 2017. Eﬀective November 01, 2018, Certon Software Inc. has been merged with its holding
company, Cyient Inc.. Certon Instruments Inc., a wholly owned subsidiary of Certon Software Inc., was dissolved during
the year, prior to the said merger.
** Cyient Inc., acquired 100% stake of B&F Design Inc., USA on January 24, 2018.
*** Cyient Inc., acquired 100% stake of New Technology Precision Machining Co., Inc., USA on April 4, 2018.

Subsidiaries of Cyient Europe Limited:

Country of Extent of holding (%) as at
Name of the Subsidiaries
incorporation March 31, 2019 March 31, 2018
Cyient Benelux BV Netherlands 100% 100%
Cyient Schweiz GmbH Switzerland 100% 100%
Cyient SRO Czech Republic 100% 100%
AnSem NV* Belgium 100% -
AnSem B.V.* Netherlands 100% -
Blom Aerofilms Limited ** UK - -
* Cyient Europe Limited, acquired 100% of equity shares of AnSem NV, Belgium (and its wholly owned subsidiary AnSem
BV, Netherlands) on April 26, 2018.
** Cyient Europe Limited, UK, acquired 100% stake of Blom Aerofilms Limited, UK, on November 30, 2016. Eﬀective from
April 01, 2017, Blom Aerofilms Limited was merged in to Cyient Europe Limited.
Subsidiary of Cyient GmbH:
Country of Extent of holding (%) as at
Name of the Subsidiary
incorporation March 31, 2019 March 31, 2018
Cyient AB Sweden 100% 100%
Subsidiary of Cyient Insights Private Limited:
Annual Report | 2018-19

Country of Extent of holding (%) as at

Name of the Subsidiary
incorporation March 31, 2019 March 31, 2018
Cyient Insights LLC * USA - 51%
* Cyient Insights LLC, has been dissolved on February 15, 2019

154
Subsidiary of Cyient DLM Private Limited :
Country of Extent of holding (%) as at
Name of the Subsidiary
incorporation March 31, 2019 March 31, 2018
Techno Tools Precision Engineering Private Limited # India - -
# Effective April 01, 2017, Techno Tools Precision Engineering Private Limited was merged with its holding company,
Cyient DLM Private Limited, pursuant to the order dated April 02, 2018 from National Company Law Tribunal.
Other related party:
Country of
Entity Nature of relationship
incorporation
Cyient Foundation India Entity with common KMP
Infotech ESOP trust India Entity with common KMP
Key Managerial Personnel (KMP):
Name Designation
B.V.R Mohan Reddy Executive Chairman
Krishna Bodanapu Managing Director & CEO
Ajay Aggarwal President & Chief Financial Officer
K. Ramachandran Independent Director
Som Mittal Independent Director
Andrea Bierce Independent Director
John Paul Paterson Independent Director
Vinai Kumar Thummalapally Independent Director
Vikas Sehgal Independent Director
M. M Murugappan Non-Executive & Non-independent Director
Alain De Taeye Non-Executive & Non-independent Director
Relative of Executive Chairman and Managing Director & CEO
B. Ashok Reddy President – Corporate Affairs & infrastructure
(B) Summary of the transactions and balances with the above related parties:
(a) Transactions during the year:
For the year ended
Nature of the transaction Party name
March 31, 2019 March 31, 2018
Revenue from operations Cyient Inc. 4,132 3,501
Certon Software Inc. - 35
Cyient Europe Limited 1,016 1,057
Cyient Benelux BV 491 369
Cyient Schweiz GmbH 152 93
Cyient S.R.O. 32 32
Cyient GmbH 958 900
Cyient AB 148 138
Cyient Canada Inc. 212 149
Cyient KK 376 235
Infotech HAL Limited - 1
Cyient Australia Pty Limited 1,182 995
Cyient Singapore Private Limited 44 98
Cyient Israel Limited 9 -
Sub-contracting charges Cyient Inc. 216 215
Cyient Europe Limited 1 2
Annual Report | 2018-19

Cyient Benelux BV 4 13
Cyient S.R.O. 3 -
Cyient GmbH - 3
Cyient AB 1 2
Cyient Canada Inc. 2 4
Cyient Insights Private Limited 35 83
Cyient DLM Private Limited 24 9

155
For the year ended
Nature of the transaction Party name
March 31, 2019 March 31, 2018
Reimbursement of Cyient Inc. 63 52
Expenses (net) Certon Software Inc. - (1)
Cyient Europe Limited (61) (52)
Cyient Benelux BV 5 1
Cyient S.R.O. (14) (18)
Cyient GmbH (25) (41)
Cyient AB (2) 8
Cyient Canada Inc. (9) (9)
Cyient KK (5) -
Cyient Singapore Private Limited - (38)
Cyient Insights Private Limited (1) 1
Cyient DLM Private Limited (43) (32)
Cyient Australia Pty Limited (2) (131)
Cyient Solutions and Systems Private Limited (19) -
Software purchases Cyient Inc. 50 55
Corporate guarantee given Cyient DLM Private Limited 850 1,760
to subsidairy’s bankers Cyient Inc. 381 430
Cyient Defense Services Inc. - 215
Cyient GmbH - 368
Cyient Europe Limited 1,283 358
Cyient Australia Pty Limited 213 -
Cyient Solutions and Systems Private Limited 3 50
Corporate guarantee given Cyient Inc. 1,110 326
to subsidairy’s bankers Cyient GmbH - 368
liquidated Cyient Europe Limited - 183
Cyient DLM Private Limited 540 -
Other income on corporate Cyient Australia Pty Limited 2 1
guarantee given to Cyient Europe Limited 11 3
subsidiary’s bankers Cyient GmbH 2 2
Cyient Inc. 9 11
Cyient S.R.O. 1 1
Cyient Singapore Private Limited 2 2
Investments in subsidiaries Cyient Israel limited - 32
Cyient DLM Private Limited # 425 3
Cyient Insights Private Limited 35 -
Cyient Solutions and Systems Private Limited - 0.2
Disposal of investment in Infotech Aerospace Services Inc. - (11)
associate
Advances given / Cyient KK - (110)
(recovered) Infotech HAL Limited 3 4
Cyient Solutions and Systems Private (137) 137
Limited
Loans given Cyient Insights Private Limited 16 11
Cyient DLM Private Limited 120 385
Annual Report | 2018-19

Cyient Solutions and Systems Private Limited 282 -

Loans recovered Cyient DLM Private Limited - 270
Interest on Loans given Cyient Insights Private Limited 13 10
Cyient DLM Private Limited 26 20
Cyient Solutions and Systems Private 23 -
Limited

156
For the year ended
Nature of the transaction Party name
March 31, 2019 March 31, 2018
Rental Income Infotech HAL Limited 1 1
Cyient Insights Private Limited 3 3
Cyient Solutions and Systems Private Limited 0.2 -
Dividend from associate Infotech Aerospace Services Inc. - 589
Dividend from Subsidiary Cyient Australia Pty Limited 457 -
CSR expenditure Cyient Foundation 74 68
#
During the previous year, ` 3 paid to the promoters of Cyient DLM Private Limited, by way of an indemnity claim, defined by the share
purchase agreement.

Compensation to Key Managerial Personnel is as follows:

For the year ended
Nature of the transaction Party name
March 31, 2019 March 31, 2018
Short-term benefits Executive Chairman, Managing Director & 227 207
CEO and Executive Officers#1
Dividend paid during the year Executive Chairman and Managing 52 73
Director & CEO
Commission and other benefits Non-Executive and Independent 13 11
Directors
#1
Executive officers includes Ajay Aggarwal (President & Chief Financial Officer) and B. Ashok Reddy (Relative of Executive Chairman and
Managing Director & CEO).

(b) Balances at the year-end:

As at
Nature of the balance Party name
March 31, 2019 March 31, 2018
Trade Receivables Cyient Inc. 1,517 1,279
Certon Software Inc. - 37
Cyient Europe Limited 945 418
Cyient Benelux BV 99 119
Cyient Schweiz GmbH - 12
Cyient S.R.O. 121 92
Cyient GmbH 12 36
Cyient AB 26 12
Cyient Canada Inc. 89 143
Cyient KK 131 131
Infotech HAL Limited 24 26
Cyient Australia Pty Limited 483 196
Cyient Insights Private Limited 14 9
Cyient DLM Private Limited 114 71
Cyient Singapore Private Limited 33 40
Cyient Israel Limited 9 -
Cyient Solutions and Systems Private 19 -
Limited
Unbilled Revenue Cyient Inc. 241 176
Cyient Canada Inc. 4 17
Cyient Europe Limited 84 122
Cyient S.R.O. 4 11
Annual Report | 2018-19

Cyient Benelux BV 25 48
Cyient GmbH 69 177
Cyient Schweiz GmbH 6 1
Cyient AB 13 40
Cyient KK 4 2
Cyient Australia Pty Limited 116 102
Cyient Singapore Private Limited 37 54
157
As at
Nature of the balance Party name
March 31, 2019 March 31, 2018
Advance from subsidiaries Cyient Australia Pty Limited - 125
Cyient GmbH - 85
Trade payables Cyient Inc. 713 434
Cyient Europe Limited 11 58
Cyient Benelux BV 35 62
Cyient AB 43 41
Cyient Singapore Private Limited 33 20
Cyient S.R.O. 4 1
Cyient GmbH 82 80
Cyient KK 38 193
Cyient Insights Private Limited 8 6
Cyient Canada Inc. 35 32
Cyient Australia Pty Limited 90 65
Other receivables Cyient Inc. 34 55
Cyient Canada Inc. 1 2
Cyient Europe Limited 6 7
Cyient Benelux BV 1 2
Cyient Defense Services Inc. - 1
Cyient KK 1 1
Cyient Australia Pty Limited 9 12
Cyient Singapore Private Limited 1 2
Corporate guarantee given Cyient Inc. 1,447 2,113
to subsidiary’s bankers Cyient Defense Services Inc. 228 215
Cyient Europe Limited 1,890 586
Cyient S.R.O 132 139
Cyient GmbH 358 368
Cyient DLM Private Limited 5,280 4,970
Cyient Australia Pty Limited 381 158
Cyient Singapore Private Limited 388 365
Cyient Solutions and Systems Private Limited 53 50
Commitments Cyient Europe Limited 552 569
Advances outstanding Infotech HAL Limited 15 12
Cyient Solutions and Systems Private Limited - 137
Loans outstanding Cyient Insights Private Limited 143 127
Cyient DLM Private Limited 385 265
Cyient Solutions and Systems Private Limited 282 -
Interest on loans Cyient DLM Private Limited 36 21
outstanding
Short-term benefits Executive Chairman and Managing Director 138 129
payable & CEO
Commission and other Non-Executive and Independent Directors 13 11
benefits payable

3. Buyback of Equity shares

(Refer to Note 11A of the standalone financial statements)
The Board of Directors, at its meeting held on February 01, 2019, approved Buyback of the Company’s fully paid-up equity
shares of face value of ` 5 each from the eligible equity shareholders of the Company other than promoters, promoter
Annual Report | 2018-19

group and persons who are in control of the company, at a price not exceeding ` 700 per equity share (Maximum Buyback
price), for an aggregate amount not exceeding ` 2,000 (Maximum Buyback size), payable in cash from the open market
route through the stock exchange mechanism under the Buyback Regulations and the Companies Act. The Buyback shall
not exceed ` 2,000 (Maximum Buyback size) excluding the transaction charges. The Maximum Buyback Size represents
9.79% of aggregate of the Company’s paid up equity capital and free reserves based on the audited financial statements of
the Company as at March 31, 2018, which is in compliance with the maximum permissible limit of 10% of the total paid up
equity share capital and free reserves in accordance with Section 68(2) of Companies Act, 2013.

158
As of March 31, 2019, the scheme of Buyback was open, the Company bought back 2,570,518 equity shares as resulting in
total cash consideration of ` 1,695 (including ` 27 towards transaction costs of Buyback). Out of 2,570,518 equity shares
bought back, the Company extinguished 1,930,102 shares as at March 31, 2019 and the remaining were extinguished in the
month of April 2019 as per the records of the depositories. In line with the requirement of Companies Act, 2013, an amount
of ` 1,682 have been utilised from the securities premium account for the Buyback. Further, capital redemption reserve
of ` 13, representing the nominal value of shares bought back, has been created in accordance with Section 69 of the
Companies Act, 2013.
The Buyback commenced on February 12, 2019 and closed on April 11, 2019. The Company bought back an aggregate of
3,123,963 equity shares , utilizing a total of ` 2,000 (excluding transaction costs of Buyback), which represents 99.99% of
the maximum Buyback size.
4. Earnings per share
(Refer to Note 23 of the standalone financial statements)
For the year ended
Particulars
March 31, 2019 March 31, 2018
Profit after tax 4,407 4,018
Basic:
Number of shares outstanding at the year end 110,474,173 112,596,002
Weighted average number of equity shares 112,789,308 112,578,461
Earnings per share (`) 39.07 35.69
Diluted:
Eﬀect of potential equity shares on ASOPs & RSUs outstanding 167,866 477,065
Weighted average number of equity shares outstanding 112,957,174 113,055,526
Earnings per share (`) 39.01 35.54

5. Segment information
(Refer to Note 27 of the standalone financial statements)
Segment information has been presented in the Consolidated Financial Statements in accordance with Ind AS 108 notified
under the Companies (Indian Accounting Standards) Rules, 2015.
6. Exceptional item
(Refer to Note 25 of the standalone financial statements)
During September 2017, the Company entered into a definitive agreement to divest its entire 49% shareholding in its
associate company, Infotech Aerospace Services Inc., (“IASI”) Puerto Rico for a consideration of ` 114 (USD 1,768,916).
The closing conditions for the divestment were concluded on December 08, 2017. Upon divestment, the resultant gain of
` 103 is disclosed as ‘exceptional item’ in these financial statements. Further, the Company has also received ` 589 (USD
9,131,064) from IASI towards dividend, which is recognised under ‘other income’ in the standalone financial statements.
7. Contingent liabilities and commitments
(Refer to Note 21 of the standalone financial statements)
As at
Particulars
March 31, 2019 March 31, 2018
(A) Contingent liabilities:
Claims against the Company not acknowledged as debt 456 490
(refer note (i) to (vi) below)
Guarantees (refer note (vii) below) 10,157 8,964
10,613 9,454
(B) Commitments:
Contracts remaining to be executed on capital account and not 297 297
Annual Report | 2018-19

provided for (net of capital advances)

Financial support to a subsidiary company 552 569
849 866
Total 11,462 10,320

159
Notes:
(i) The Company disputed various demands raised by income tax authorities for the assessment years 1997-98, 1999-00
to 2002-03, 2004-05 to 2005-06, 2009-10, 2011-12, 2013-14 to 2015-16 (March 31, 2018-1997-98, 1999-00 to 2002-
03, 2004-05 to 2005-06, 2009-10, 2011-12, 2013-14 to 2015-16) which are pending at various stages of appeals. The
aggregate amount of disputed tax not provided for is ` 158 (March 31, 2018 - ` 138). The Company is confident that
these appeals will be decided in its favour.
(ii) The Company disputed various demands raised by the sales tax authorities for the financial years 2004-05 to
2009-10, 2012 - 13 and 2015-16 (March 31, 2018 - 2004-05 to 2009-10, 2012-13 and 2015-16). The Company has
filed appeals, which are pending with the appropriate authorities. The aggregate amount of disputed tax not provided
for is ` 20 (March 31, 2018 - ` 20). The Company is confident that these appeals will be decided in its favour. The above
does not include show cause notices received by the Company.
(iii) The Company disputed various demands raised by the service tax authorities for the financial years 2006-07 to 2015-
16 (March 31, 2018 - 2006-07 to 2015-16). The Company has filed appeals, which are pending with the appropriate
authorities. The aggregate amount of disputed tax not provided for is ` 141 (March 31, 2018 - ` 141). The Company is
confident that these appeals will be decided in its favour. The above does not include show cause notices received by
the Company.
(iv) The Company is contesting certain pending service tax refunds amounting to ` 45 (March 31, 2018 : ` 73) at various
appellate authorities. The Company is confident that these appeals will be decided in its favour.
(v) During the year 2014-15, the Company received an order from Provident Fund authorities regarding provident fund
(PF) payments on certain allowances given by the Company to its employees for the years 2010-11 to 2012-13.
Against this, the Company made a provision along with interest on the same, during the current year. Consequent
to the above order, the Company is in process of evaluating the implication, if any, for the periods subsequent to the
above order. Currently, the amount is indeterminable.
(vi) During the financial year 2015-16, the Government of India notified an amendment to the Payment of Bonus Act, 1961
whereby the applicable slabs as well as coverage limit was enhanced. The said amendment was made eﬀective April 1,
2014. The Company has contested the retrospective applicability of the amendment for the financial year 2014-15 in
the High Court of Judicature at Hyderabad for the states of Telangana and Andhra Pradesh. The aggregate amount of
liability pertaining to the financial year 2014-15, not provided for, is ` 92 (March 31, 2018 - ` 92).
(vii) Corporate guarantee given to subsidiary’s bankers to obtain line of credit ` 10,157 (March 31, 2018 – ` 8,964).
(C) The Company has certain outstanding export obligations/commitments as at March 31, 2019 and March 31, 2018.
Further, the Company has certain commitments to bankers relating to receivables factoring arrangements entered
with them in respect of receivables from few customers. These factoring arrangements are without recourse to the
Company and in the normal course of business. The Company is confident of meeting these commitments arising
from such arrangements.
8. Cash and Bank Balances
(Refer to Note 10 of the standalone financial statements)
8A. Cash and cash equivalents
As at
Particulars
March 31, 2019 March 31, 2018
Balances with banks
in current accounts 510 817
in deposit accounts 4,177 4,264
Deposits with financial institutions 2,241 1,955
Remittances in transit 70 164
Total 6,998 7,200
Annual Report | 2018-19

160
8B. Other bank balances
As at
Particulars
March 31, 2019 March 31, 2018
Unpaid dividend/ASOP account 24 14
Balance in escrow account (refer note below) 50 -
Deposits held as margin money/security for bank guarantees 55 52
Total 129 66
Note: The Company has deposited an amount of ` 50 (March 31, 2018: ` Nil) in escrow account (2.5% of the amount ear-
marked for Buyback) and furnished an irrevocable and unconditional bank guarantee of ` 500 (March 31, 2018: ` Nil) (25%
of the maximum Buyback size) towards security for the performance and compliance of its obligations under the Regulation
20 of the Buyback Regulations.
9. Revenue from contracts with customers
(Refer to Note 17A of the standalone financial statements)
Eﬀective April 1, 2018, the Company adopted Ind AS 115, Revenue from Contracts with Customers using the cumulative
catch-up transition method applied to contracts that were not completed as at April 1, 2018. In accordance with the cumu-
lative catch-up transition method, the comparatives have not been retrospectively adjusted. The eﬀect of adoption of Ind
AS 115 was not material.
Revenues for the year ended March 31, 2019 and March 31, 2018 are as follows:

For the year ended

Particulars
March 31, 2019 March 31, 2018
Revenue from services 16,149 14,397
Total revenue from operations 16,149 14,397
The Company presents revenues net of indirect taxes in the statement of profit and loss.
1. Disaggregated revenue information
The table below presents disaggregated revenues from contracts with customers by contract type and geography. The
Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of revenues and
cash flows are aﬀected.

For the year ended

Particulars
March 31, 2019 March 31, 2018
Revenues by Contract type
Fixed-price 4,235 3,700
Time and Material 11,850 10,563
Maintenance 64 134
Total 16,149 14,397
Revenues by Geography
North America 7,589 6,430
Europe 5,490 5,359
Asia Pacific (including India) 3,070 2,608
Total 16,149 14,397
Fixed-price
Fixed price arrangements with customers have defined delivery milestones with agreed scope of work and pricing for each
milestone. Revenue from fixed-price contracts, where the performance obligations are satisfied over time and when there
is no uncertainty as to measurement or collectability of consideration, is recognised as per the ‘percentage-of-completion’
Annual Report | 2018-19

method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until
such uncertainty is resolved. Percentage of completion is determined based on the project costs incurred to date as a
percentage of total estimated project costs required to complete the project. The input method has been used to measure
the progress towards completion as there is direct relationship between input and productivity.

161
Time and Material
Revenue from time and material contracts are recognised as and when services are rendered to the customers. These are
based on the eﬀorts spent and rates agreed with the customer. Revenue from the end of the last invoicing to the reporting
date is recognised as unbilled revenue.
Maintenance
Revenue from fixed-price maintenance contracts are recognised pro-rata over the term of the maintenance arrangement.
2. Trade receivables and contract balances

As at
Particulars
March 31, 2019 March 31, 2018
Trade receivables 5,079 4,151
Unbilled revenue 1,027 1,018
Unearned revenue 62 49
The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled revenue.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue in excess of invoicing are classi-
fied as contract assets (unbilled revenue) while invoicing in excess of revenue are classified as contract liabilities (unearned
revenues).
Movement in unbilled revenue:

As at
Particulars
March 31, 2019 March 31, 2018
Opening balance 1,018 863
Add: Revenue recognised during the year 4,625 5,636
Less : Invoiced during the year (4,616) (5,467)
Less : Impairment / (reversal) during the year - (14)
Closing balance 1,027 1,018
Movement in unearned revenue:

As at
Particulars
March 31, 2019 March 31, 2018
Opening balance 49 17
Less : Revenue recognised during the year (403) (376)
Add: Invoiced during the year but not recognized as revenue 416 408
Closing balance 62 49
The Company has applied practical expedient and has not disclosed information about remaining performance obligations
in contracts, where the original contract duration is one year or less or where the entity has the right to consideration that
corresponds directly with the value of entity’s performance completed to date. Consequently, disclosure related to trans-
action price allocated to remaining performance obligation is not material.
10. Employee benefits expense
(Refer to Note 18 of the standalone financial statements)

For the year ended

Particulars
March 31, 2019 March 31, 2018
Salaries and wages 6,577 5,895
Contribution to provident and other funds 481 452
Social security and other benefits to overseas employees 16 17
Annual Report | 2018-19

Stock option expense 16 27

Staﬀ welfare expenses 514 400
Less: Capitalised (58) (33)
Total 7,546 6,758

162
11. Other expenses
(Refer to Note 20 of the standalone financial statements)
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Rent including lease rentals 548 403
Rates and taxes 50 36
Insurance 17 10
Travelling and conveyance 628 665
Sub-contracting charges 512 481
Communication 121 134
Printing and stationery 17 19
Power and fuel 208 200
Marketing and advertising expenses 43 55
Repairs and maintenance
- Buildings 10 19
- Machinery 868 753
- Others 82 74
Non executive directors commission 13 11
Legal and professional charges 427 337
Expenditure for corporate social responsibility 74 73
Provision for doubtful debts (net) 52 15
Auditors' remuneration 22 21
Recruitment expenses 36 43
Training and development 75 49
Software charges 156 135
Electoral bonds 40 -
Miscellaneous expenses 293 358
Total 4,292 3,891
12. These financial statements were approved by the Company’s Board of Directors on April 25, 2019.

For and on behalf of the Board of Directors

B.V.R. Mohan Reddy Krishna Bodanapu

Executive Chairman Managing Director and CEO
(DIN - 00058215) (DIN - 05301037)

Ajay Aggarwal Sudheendhra Putty

President & Company Secretary
Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad
Date : April 25, 2019
Annual Report | 2018-19

163
Early Career
Initiatives
From increasing the number of
applications to developing innovative
techniques for engaging and
attracting top candidates, Cyient is
continuously evolving to embrace
best-in-class and trend-setting
talent acquisition practices. In
FY19, we upgraded our recruitment
policies across geographies to hire
more young talent directly from
educational institutions.

From on-campus recruitment

drives at some of India’s premier
institutes, to introducing a digital
model to invite a higher number of
applications, to engaging in a “train
to hire” model for entry-level talent
in North America, and leveraging our
brand to increase appointment of
graduates and interns at Cyient from
one of Europe’s leading technical
universities—we have taken critical
initiatives to meet our increased skill
demand.
Annual Report | 2018-19

164
INDEPENDENT AUDITOR’S REPORT
To The Members of Cyient Limited Basis for Opinion
Report on the Audit of the Consolidated Financial We conducted our audit of the consolidated financial
Statements statements in accordance with the Standards on Auditing
Opinion specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further
We have audited the accompanying consolidated financial described in the Auditor’s Responsibility for the Audit of the
statements of Cyient Limited (”the Parent”) and its Consolidated Financial Statements section of our report. We
subsidiaries, (the Parent and its subsidiaries together are independent of the Group in accordance with the Code
referred to as “the Group”) which includes Group’s share of of Ethics issued by the Institute of Chartered Accountants of
profit in its joint venture, which comprise the Consolidated India (ICAI) together with the ethical requirements that are
Balance Sheet as at March 31, 2019, and the Consolidated relevant to our audit of the consolidated financial statements
Statement of Profit and Loss (including Other Comprehensive under the provisions of the Act and the Rules made thereunder,
Income), the Consolidated Cash Flow Statement and the and we have fulfilled our other ethical responsibilities in
Consolidated Statement of Changes in Equity for the year accordance with these requirements and the ICAI’s Code
then ended, and a summary of significant accounting policies of Ethics. We believe that the audit evidence obtained by us
and other explanatory information. and the audit evidence obtained by other auditors in terms of
In our opinion and to the best of our information and according their reports referred to in Other Matters section below,
to the explanations given to us, and based on the consideration is suﬃcient and appropriate to provide a basis for our audit
of reports of other auditors on separate financial statements opinion on the consolidated financial statements.
of subsidiaries, and joint venture referred to in the Other Key Audit Matters
Matters section below, the aforesaid consolidated financial
statements give the information required by the Companies Key audit matters are those matters that, in our professional
Act, 2013 (“the Act”) in the manner so required and give a judgement, were of most significance in our audit of the
true and fair view in conformity with the Indian Accounting consolidated financial statements of the current period.
Standards prescribed under section 133 of the Act read with These matters were addressed in the context of our audit
the Companies (Indian Accounting Standards) Rules, 2015, as of the consolidated financial statements as a whole, and
amended (‘Ind AS’), and other accounting principles generally in forming our opinion thereon, and we do not provide a
accepted in India, of the consolidated state of aﬀairs of the separate opinion on these matters. We have determined
Group as at March 31, 2019, and their consolidated profit, their the matter described below to be the key audit matter to be
consolidated total comprehensive income, their consolidated communicated in our report.
cash flows and their consolidated changes in equity for the
year ended on that date.

Sr.
Key Audit Matter Auditor’s Response
No.
1 Accuracy of recognition, We assessed the Group’s process to identify the impact of adoption of the new
measurement, presentation and revenue accounting standard.
disclosures of revenues and other Our audit approach consisted testing of the design and operating eﬀectiveness
related balances in view of adoption of the internal controls and substantive testing as follows:
of Ind AS 115 “Revenue from • Evaluated the design of internal controls relating to implementation of the
Contracts with Customers” (new new revenue accounting standard.
revenue accounting standard) • Tested the operating eﬀectiveness of the internal control, relating to
identification of the distinct performance obligations and determination
of transaction price. We carried out a combination of procedures involving
enquiry and observation, and inspection of evidence in respect of operation
of these controls.
• Performed the following procedures:
• Analysed and identified the distinct performance obligations in the
Annual Report | 2018-19

contracts.
• Compared these performance obligations with that identified and
recorded by the Group.
• Considered the terms of the contracts to determine the transaction price
including any variable consideration to verify the transaction price used
to compute revenue and to test the basis of estimation of the variable
consideration.

165
Sr.
Key Audit Matter Auditor’s Response
No.
The application of the new revenue • Samples in respect of revenue recorded for time and material contracts
accounting standard involves were tested using a combination of approved time sheets including
certain key judgements relating to customer acceptances, subsequent invoicing and historical trend of
identification of distinct performance collections and disputes.
obligations, determination of
transaction price of the identified • In respect of samples relating to fixed price contracts, progress towards
performance obligations and the satisfaction of performance obligation used to compute recorded
appropriateness of the basis used to revenue was verified with actual eﬀorts from the time recording system.
measure revenue recognized over a
• Sample of revenues were tested with the performance obligations specified
period.
in the underlying contracts.
Refer Note 21 to the Consolidated
Financial Statements. • Performed analytical procedures for reasonableness of revenues disclosed
by contract type and service oﬀerings.
2 Acquisition of businesses within the For assessing the impairment, we have verified the following:
Group are recognised and accounted • Evaluated the internal sources and external sources of information to identify
in the books in accordance with Ind impairment indicators.
AS 103 Business Combinations.
• Assessed the reasonableness of key assumptions such as revenue growth
The application of the accounting rates and gross margin by comparing to commercial contracts and historical
standard involves key management trend analyses used in development of free cash flows by the management.
judgements relating to recognition
and the valuation of assets and • Assessed the discount rates by making reference to comparable companies
liabilities acquired, at fair values within the same industry.
and the resultant goodwill. Refer • Reviewed the minutes of the board of directors, management plans for the
Note 33 to the Consolidated foreseeable future and events / factors which have an impact on the relevant
Financial Statements. business.
The carrying value of Goodwill • Evaluated management’s sensitivity analysis around the key assumptions, to
resulting from such business ascertain the extent of change in those assumptions that either individually
combinations aggregated ` 5,257 or collectively would impact impairment analysis.
million as at March 31, 2019. • Involved internal specialist teams for testing the key assumptions and
Significant judgement is required methodology used in the valuation of goodwill.
by management in assessing the • We analysed the board approved financial projections considered for
Goodwill impairment, if any, annually, assessment of investments values and significant management assumptions
which is determined using valuation involved. These projections were evaluated for sensitivity of significant
techniques. The valuation is largely assumptions considered, which will have adverse impact on the recoverable
based on expected future cash value of such investments.
flows, taking into account estimated
growth rates and assumption with • Tested the accounting entries of business combinations for the acquisition
regard to discount rates. entries recorded during the financial year to verify if these were in accordance
with Ind AS 103.
The assessment of impairment
involves significant judgements and • Held discussions with the Component Auditors for business combinations
estimates. As such we consider this accounted in components not audited by us to verify compliance with the
as a key audit matter. accounting standards.

Information Other than the Financial Statements and Auditor’s Report Thereon

• The Parent’s Board of Directors is responsible for the auditors, to the extent it relates to these entities and, in
other information. The other information comprises doing so, place reliance on the work of the other auditors
the information included in the Director’s report, and consider whether the other information is materially
Management discussion & Analysis and Business inconsistent with the consolidated financial statements
responsibility report, but does not include the or our knowledge obtained during the course of our audit
consolidated financial statements and our auditor’s or otherwise appears to be materially misstated. Other
report thereon. information so far as it relates to the subsidiaries, and
joint venture, is traced from their financial statements
• Our opinion on the consolidated financial statements
audited by other auditors.
Annual Report | 2018-19

does not cover the other information and we do not

express any form of assurance conclusion thereon. • If, based on the work we have performed, we conclude
that there is a material misstatement of this other
• In connection with our audit of the consolidated financial
information, we are required to report that fact. We have
statements, our responsibility is to read the other
nothing to report in this regard.
information, compare with the financial statements of
the subsidiaries, and joint venture audited by the other

166
Management’s Responsibility for the Consolidated Financial As part of an audit in accordance with SAs, we exercise
Statements professional judgement and maintain professional skepticism
throughout the audit. We also:
The Parent’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to • Identify and assess the risks of material misstatement
the preparation of these consolidated financial statements of the consolidated financial statements, whether due
that give a true and fair view of the consolidated financial to fraud or error, design and perform audit procedures
position, consolidated financial performance including responsive to those risks, and obtain audit evidence
other comprehensive income, consolidated cash flows and that is sufficient and appropriate to provide a basis
consolidated changes in equity of the Group including its joint for our opinion. The risk of not detecting a material
venture in accordance with the Ind AS and other accounting misstatement resulting from fraud is higher than for
principles generally accepted in India. The respective Board one resulting from error, as fraud may involve collusion,
of Directors of the companies included in the Group and of forgery, intentional omissions, misrepresentations, or
its joint venture are responsible for maintenance of adequate the override of internal control.
accounting records in accordance with the provisions of
• Obtain an understanding of internal financial control
the Act for safeguarding the assets of the Group and its
relevant to the audit in order to design audit procedures
joint venture and for preventing and detecting frauds and
that are appropriate in the circumstances. Under section
other irregularities; selection and application of appropriate
143(3)(i) of the Act, we are also responsible for expressing
accounting policies; making judgements and estimates that
our opinion on whether the Parent has adequate internal
are reasonable and prudent; and design, implementation
financial controls system in place and the operating
and maintenance of adequate internal financial controls,
effectiveness of such controls.
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the • Evaluate the appropriateness of accounting policies used
preparation and presentation of the financial statements and the reasonableness of accounting estimates and
that give a true and fair view and are free from material related disclosures made by the management.
misstatement, whether due to fraud or error, which have • Conclude on the appropriateness of management’s use
been used for the purpose of preparation of the consolidated of the going concern basis of accounting and, based
financial statements by the Directors of the Parent, as on the audit evidence obtained, whether a material
aforesaid. uncertainty exists related to events or conditions that
In preparing the consolidated financial statements, the may cast significant doubt on the ability of the Group
respective Board of Directors of the companies included in the and its joint venture to continue as a going concern.
Group and of its joint venture are responsible for assessing the If we conclude that a material uncertainty exists, we
ability of the Group and of joint venture to continue as a going are required to draw attention in our auditor’s report
concern, disclosing, as applicable, matters related to going to the related disclosures in the consolidated financial
concern and using the going concern basis of accounting statements or, if such disclosures are inadequate, to
unless the management either intends to liquidate or cease modify our opinion. Our conclusions are based on the
operations, or has no realistic alternative but to do so. audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
The respective Board of Directors of the companies included
the Group and its joint venture to cease to continue as a
in the Group and of its joint venture are also responsible for
going concern.
overseeing the financial reporting process of the Group and
of its joint venture. • Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
Auditor’s Responsibility for the Audit of the Consolidated
disclosures, and whether the consolidated financial
Financial Statements
statements represent the underlying transactions and
Our objectives are to obtain reasonable assurance about events in a manner that achieves fair presentation.
whether the consolidated financial statements as a whole
• Obtain sufficient appropriate audit evidence regarding
are free from material misstatement, whether due to fraud
business activities within the Group and its joint venture
or error, and to issue an auditor’s report that includes our
to express an opinion on the consolidated financial
opinion. Reasonable assurance is a high level of assurance,
statements. We are responsible for the direction,
Annual Report | 2018-19

but is not a guarantee that an audit conducted in accordance

supervision and performance of the audit of the financial
with SAs will always detect a material misstatement when it
statements of such business activities included in the
exists. Misstatements can arise from fraud or error and are
consolidated financial statements of which we are
considered material if, individually or in the aggregate, they
the independent auditors. For the business activities
could reasonably be expected to influence the economic
included in the consolidated financial statements, which
decisions of users taken on the basis of these consolidated
have been audited by other auditors, such other auditors
financial statements.

167
remain responsible for the direction, supervision and subsidiaries and joint venture is based solely on the reports
performance of the audits carried out by them. We of the other auditors.
remain solely responsible for our audit opinion.
Our opinion on the consolidated financial statements above
Materiality is the magnitude of misstatements in the and our report on Other Legal and Regulatory Requirements
consolidated financial statements that, individually or in below, is not modified in respect of the above matters with
aggregate, makes it probable that the economic decisions of respect to our reliance on the work done and the reports of
a reasonably knowledgeable user of the consolidated financial the other auditors.
statements may be influenced. We consider quantitative
Report on Other Legal and Regulatory Requirements
materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) 1. As required by Section 143(3) of the Act, based on our
to evaluate the eﬀect of any identified misstatements in the audit and on the consideration of the reports of the other
consolidated financial statements. auditors on the separate financial statements of the
subsidiaries and joint venture referred to in the Other
We communicate with those charged with governance of the
Matters section above we report, to the extent applicable
Parent and such other entities included in the consolidated
that:
financial statements of which we are the independent
auditors regarding, among other matters, the planned scope a) We have sought and obtained all the information and
and timing of the audit and significant audit findings, including explanations which to the best of our knowledge and
any significant deficiencies in internal control that we identify belief were necessary for the purposes of our audit
during our audit. of the aforesaid consolidated financial statements.
We also provide those charged with governance with a b) In our opinion, proper books of account as required
statement that we have complied with relevant ethical by law relating to preparation of the aforesaid
requirements regarding independence, and to communicate consolidated financial statements have been kept
with them all relationships and other matters that may so far as it appears from our examination of those
reasonably be thought to bear on our independence, and books, returns and the reports of the other auditors.
where applicable, related safeguards.
c) The Consolidated Balance Sheet, the Consolidated
From the matters communicated with those charged with Statement of Profit and Loss including Other
governance, we determine those matters that were of Comprehensive Income, the Consolidated Cash
most significance in the audit of the consolidated financial Flow Statement and the Consolidated Statement
statements of the current period and are therefore the key of Changes in Equity dealt with by this Report are
audit matters. We describe these matters in our auditor’s in agreement with the relevant books of account
report unless law or regulation precludes public disclosure maintained for the purpose of preparation of the
about the matter or when, in extremely rare circumstances, consolidated financial statements.
we determine that a matter should not be communicated in
d) In our opinion, the aforesaid consolidated financial
our report because the adverse consequences of doing so
statements comply with the Ind AS specified under
would reasonably be expected to outweigh the public interest
Section 133 of the Act.
benefits of such communication.
e) On the basis of the written representations
Other Matters
received from the directors of the Parent as on
We did not audit the financial statements of sixteen March 31, 2019 taken on record by the Board of
subsidiaries whose financial statements reflect total assets Directors of the Company and the reports of the
of ` 15,254 million as at March 31, 2019, total revenues of statutory auditors of its subsidiary companies and
` 18,803 million and net cash outflows amounting to ` 389 joint venture company incorporated in India, none of
million for the year ended on that date, as considered in the the directors of the Group companies and joint venture
consolidated financial statements. The consolidated financial company incorporated in India is disqualified as on
statements also include the Group’s share of net profit of ` March 31, 2019 from being appointed as a director in
5 million for the year ended March 31, 2019, as considered terms of Section 164(2) of the Act.
in the consolidated financial statements, in respect of one
f) With respect to the adequacy of the internal financial
joint venture, whose financial statements have not been
controls over financial reporting and the operating
Annual Report | 2018-19

audited by us. These financial statements have been audited

eﬀectiveness of such controls, refer to our separate
by other auditors whose reports have been furnished to us by
Report in “Annexure A” which is based on the auditors’
the Management and our opinion on the consolidated financial
reports of the Parent, subsidiary companies and joint
statements, in so far as it relates to the amounts and
venture company incorporated in India. Our report
disclosures included in respect of these subsidiaries and
expresses an unmodified opinion on the adequacy
joint venture, and our report in terms of subsection (3) of
and operating eﬀectiveness of internal financial
Section 143 of the Act, in so far as it relates to the aforesaid

168
controls over financial reporting of those companies. ii) Provision has been made in the consolidated
financial statements, as required under the
With respect to the other matters to be included
applicable law or accounting standards, for
in the Auditor’s Report in accordance with the
material foreseeable losses, if any, on long-term
requirements of section 197(16) of the Act, as
contracts including derivative contracts;
amended, in our opinion and to the best of our
information and according to the explanations given iii) There has been no delay in transferring
to us, the remuneration paid by the Parent to its amounts, required to be transferred, to the
directors during the year is in accordance with the Investor Education and Protection Fund by the
provisions of section 197 of the Act. Parent and its subsidiary companies and joint
venture companies incorporated in India.
g) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of For DELOITTE HASKINS & SELLS
the Companies (Audit and Auditors) Rules, 2014, Chartered Accountants
as amended. In our opinion and to the best of our (Firm’s Registration No. 008072S)
information and according to the explanations given
to us:
i) The consolidated financial statements disclose C. Manish Muralidhar
the impact of pending litigations on the Partner
consolidated financial position of the Group and (Membership No. 213649)
joint venture; Place: Hyderabad
Date: April 25, 2019

Annual Report | 2018-19

169
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad Place : Hyderabad
Date : April 25, 2019 Date : April 25, 2019

177
Notes forming part of the Consolidated financial statements
(All amounts in ` millions, except share and per share data and where otherwise stated)
1. Corporate information Group takes into account the characteristics of asset or
liability of market participants when pricing the asset or
Cyient Limited (‘Cyient’ or ‘the Company’) and its
liability at the measurement date.
subsidiaries and joint venture (collectively referred to as
‘the Group’) is engaged in providing global technology Fair value for measurement and/or disclosure purposes
services and solutions specialising in geospatial, in these consolidated financial statements is determined
engineering design, IT solutions and data analytics. The on such a basis, except for share-based payment
Group also specialises in the areas of total electronics transactions that are within the scope of Ind AS 102,
manufacturing solutions in the fields of medical, leasing transactions that are within the scope of Ind AS
industrial, automotive, telecommunications, defence 17, and measurements that have some similarities to fair
and aerospace applications, including manufacturing and value but are not fair value, such as net realisable value in
machining of components for aerospace, automotive Ind AS 2 or value in use in Ind AS 36.
and defence industries. The Company is a public limited In addition, for financial reporting purposes, fair value
Company incorporated in India and has its headquarters measurements are categorised into Level 1, 2, or 3
and development facilities in India and serves a global based on the degree to which the inputs to the fair value
customer base through its subsidiaries and joint measurements are observable and the significance of the
ventures in the United States of America (USA), United inputs to the fair value measurement in its entirety, which
Kingdom (UK), Germany, Japan, Australia and Singapore. are described as follows:
Cyient Group’s range of services include digitisation
of drawings and maps, photogrammetry, computer  Level 1 inputs are quoted prices (unadjusted) in
aided design/engineering (CAD/CAE), design and active markets for identical assets or liabilities that
modelling, repair development engineering, reverse the entity can access at the measurement date;
engineering application software development, software  Level 2 inputs are inputs, other than quoted prices
products development, consulting, analytics and included within Level 1, that are observable for the
implementation. Cyient Group specialises in software asset or liability, either directly or indirectly; and
services and solutions for the manufacturing, utilities,
 Level 3 inputs are unobservable inputs for the asset
telecommunications, transportation & logistics, local
or liability.
government and financial services markets. Further, the
Group is also engaged in the business of manufacturing, 2.3 Use of estimates
assembling, integrating, testing and sale of unmanned The preparation of the consolidated financial statements
aerial systems. in conformity with Ind AS requires the management
The Company’s shares are listed on the BSE Limited and to make estimates and assumptions considered in the
National Stock Exchange of India Limited. reported amounts of assets and liabilities and disclosures
relating to contingent liabilities as at the date of the
2 Significant accounting policies
consolidated financial statements and the reported
2.1 Statement of compliance amounts of income and expenditure for the periods
The consolidated financial statements comply in all presented.
material respects with Indian Accounting Standards (“Ind The management believes that the estimates used in
AS”) notified under Section 133 of the Companies Act, preparation of the consolidated financial statements are
2013 (“the Act”) read with Companies (Indian Accounting prudent and reasonable.
Standards) Rules, 2015 as amended and other accounting
Future results could differ from these estimates –
principles generally accepted in India and guidelines
estimates and underlying assumptions are reviewed on
issued by the Securities and Exchange Board of India
an ongoing basis. The effects of changes in accounting
(“SEBI”).
estimates are reflected in the consolidated financial
2.2 Basis of preparation & presentation statements in the period in which results are known and,
These consolidated financial statements have been if material, are disclosed in the financial statements.
prepared on a historical cost basis except for certain Significant areas of estimation of uncertainty and critical
financial instruments that are measured at fair values judgments in applying accounting policies that have the
at the end of each reporting period, as explained in the most significant effect on the amounts recognised in the
accounting policies below. consolidate d financial statements such as:
Annual Report | 2018-19

Fair value is the price that would be received to sell an • Useful lives of property, plant and equipment and
asset or paid to transfer a liability in an orderly transaction intangible assets
between market participants at the measurement date,
• Intangible assets under development
regardless of whether that price is directly observable
or estimated using another valuation technique. In • Assets and obligations relating to employee benefits
estimating the fair value of an asset or a liability, the • Share based payments

178
• Evaluation of recoverability of deferred tax assets cases, the bargain purchase gain is recognised directly in
• Financial instruments equity as capital reserve.
When the consideration transferred by the Group in
• Measurement of recoverable amounts of cash-
a business combination includes assets or liabilities
generating units
resulting from a contingent consideration arrangement,
• Provisions and contingencies the contingent consideration is measured at its
2.4 Basis of consolidation acquisition-date fair value and included as part of the
consideration transferred in business combination.
The consolidated financial statements incorporate Changes in the fair value of the contingent consideration
the financial statements of the Company and entities that qualify as measurement period adjustments
controlled by the Company and its subsidiaries. Control is are adjusted retrospectively, with corresponding
achieved when the Company: adjustments against goodwill or capital reserve, as the
• has power over the investee; case may be. Measurement period adjustments are
adjustments that arise from the additional information
• is exposed, or has rights, to variable returns from its obtained during the ‘measurement period’ (which cannot
involvement with the investee; and exceed one year from the acquisition date) about facts
• has the ability to use its power to affect its returns. and circumstances that existed as on the acquisition
date.
Entities controlled by the Company are consolidated
from the date control commences until the date control The subsequent accounting for changes in the fair value
ceases. of the contingent consideration that do not qualify as
measurement period adjustments and are classified as
Profit or loss and each component of other comprehensive
an asset or liability and are remeasured at fair value at
income are attributed to the owners of the Company and subsequent reporting dates with the corresponding gain
to the non-controlling interests. Total comprehensive or loss being recognised in consolidated statement of
income of subsidiaries is attributed to the owners of the profit and loss.
Company and to the non-controlling interests even if this
results in the non-controlling interests having a deficit Acquisition of some or all of the non-controlling interest
balance. (“NCI”) is accounted for as a transaction with equity
holders in their capacity as equity holders. Consequently,
When necessary, adjustments are made to the financial the difference arising between the fair value of the
statements of subsidiaries to bring their accounting purchase consideration paid and the carrying value of the
policies into line with the Group’s accounting policies. NCI is recorded as an adjustment to retained earnings
All intragroup assets and liabilities, equity, income, that is attributable to the Company. No goodwill is
expenses, and cash flows relating to transactions recognised as a result of such transactions.
between members of the Group are eliminated in full on Where settlement of any part of cash consideration
consolidation. is deferred, the amounts payable in the future are
2.5 Business combination discounted to their present value as at the date of
exchange. The discount rate used is the entity’s
The Company accounts for its business combinations incremental borrowing rate, being the rate at which a
under acquisition method of accounting. The similar borrowing could be obtained from an independent
consideration transferred in a business combination is financier under comparable terms and conditions.
measured at fair value, which is calculated as the sum of
the acquisition-date fair value of the assets transferred by Business combinations arising from entities that are
the Group, liabilities incurred by the Group to the former under the common control are accounted at historical
owners of the acquiree and the equity interest issued cost. The difference between any consideration given
by the Group in exchange of control of the acquiree. and the aggregate historical carrying amounts of assets
Acquisition related costs are generally recognised in and liabilities of the entity are recorded in other equity.
consolidated statement of profit and loss as incurred. 2.6 Goodwill
Goodwill is measured as the excess of the sum of the Goodwill arising on an acquisition of a business is carried
consideration transferred, the amount of any non- at cost as established at the date of acquisition of the
controlling interests in the acquiree, and the fair value business less accumulated impairment losses, if any.
of the acquirer’s previously held equity interest in the For the purposes of impairment testing, goodwill is
acquiree (if any) over the net of the acquisition–date allocated to each of the Group’s cash generating units
amounts of the identifiable assets acquired and the that is expected to benefit from the synergies of the
Annual Report | 2018-19

liabilities assumed. combination.

If those amounts are less than the fair value of the net A cash generating unit to which goodwill has been
identifiable assets of the business acquired, the difference allocated is tested for impairment annually. Any
is recognised in other comprehensive income and impairment loss for goodwill is recognised directly in
accumulated in equity as capital reserve provided there consolidated statement of profit and loss. An impairment
is clear evidence of the underlying reasons for classifying loss recognised for goodwill is not reversed in the
the business combination as a bargain purchase. In other subsequent periods.
179
2.7 Investments in associates and joint ventures for the period. Exchange differences arising, if any
are recognised in other comprehensive income and
An associate is an entity over which the Group has
accumulated in equity.
significant influence. Significant influence is the power to
participate in the financial and operating policy decisions i) Functional and presentation currency
of the investee but is not control or joint control over These consolidated financial statements are
those policies. presented in Indian rupees, which is the functional
A Joint venture is a joint arrangement whereby the and presentation currency of the Company. Items
parties that have joint control of the arrangement have included in the financial statements of each of the
rights to the net assets of the joint arrangement. Joint Group’s entities are measured using the currency
control is the contractually agreed sharing of control of of the primary economic environment in which the
an arrangement, which exists only when decisions about entity operates.
the relevant activities require unanimous consent of the ii) Transactions and balances
parties sharing control.
Foreign currency denominated monetary assets
The results and assets and liabilities of associates or and liabilities are translated into the relevant
joint ventures are incorporated in these consolidated functional currency at exchange rates in effect at
financial statements using the equity method of the balance sheet date. The gains or losses resulting
accounting. Under the equity method, an investment from such translations are included in net profit
in an associate or a joint venture is initially recognised in the consolidated statement of profit and loss.
in the consolidated balance sheet at cost and adjusted Non-monetary assets and non-monetary liabilities
thereafter to recognise the Group’s share of the profit or denominated in a foreign currency and measured at
loss and other comprehensive income of the associate or fair value are translated at the exchange rate prevalent
joint venture. Distributions received from an associate at the date when the fair value was determined.
or a joint venture reduce the carrying amount of the Non-monetary assets and non-monetary liabilities
investment. denominated in a foreign currency and measured at
After application of the equity method of accounting, historical cost are translated at the exchange rate
the Group determines whether there is any objective prevalent at the date of the transaction.
evidence of impairment as a result of one or more events Transaction gains or losses realised upon settlement
that occurred after the initial recognition of the net of foreign currency transactions are included in
investment in an associate or a joint venture and that determining net profit for the period in which the
event (or events) has an impact on the estimated future transaction is settled.
cash flows from the net investment that can be reliably
estimated. If there exists such an objective evidence of iii) Group companies
impairment, then it is necessary to recognise impairment The results and financial position of foreign
loss with respect to the Group’s investment in an operations (none of which has the currency of a
associate or a joint venture. hyperinflationary economy) that have a functional
2.8 Foreign currency translation currency different from the presentation currency
are translated into the presentation currency as
In preparing the financial statements of each individual follows:
Group entity, transactions in currencies other than the
entity’s functional currency (foreign currencies) are • Assets and liabilities are translated at the closing
recognised at the rates of exchange prevailing at the dates rate at the date of balance sheet.
of the transactions. At the end of each reporting period, • Income and expenses are translated at average
monetary items denominated in foreign currencies are exchange rates, and
retranslated at the rates prevailing at that date.
• All resulting exchange differences are
Non-monetary items carried at fair value that are recognised in other comprehensive income.
denominated in foreign currencies are retranslated at
• When a foreign operation is sold, the associated
the rates prevailing at the date when the fair value was
exchange differences are reclassified to
determined. Non-monetary items that are measured
consolidated statement of profit and loss, as
in terms of historical cost in a foreign currency are not
part of gain or loss on sale.
retranslated.
2.9 Income taxes:
Exchange differences on monetary items are recognised
in consolidated statement of profit and loss in the period The income tax expense or credit for the period is the tax
Annual Report | 2018-19

in which they arise. payable on the taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes
For the purposes of presenting these consolidated
in deferred tax assets and liabilities attributable to
financial statements, the assets and liabilities of
temporary differences and to unused tax losses.
the Group’s foreign operations are translated into
presentation currency using exchange rates prevailing Current and deferred tax is recognised in consolidated
at the end of each reporting period. Income and expense statement of profit and loss, except to the extent that
items are translated at the average exchange rates it relates to items recognised in other comprehensive
180
income or directly in equity. In this case, the tax is also Operating leases:
recognised in other comprehensive income or directly in Leases in which a significant portion of the risks and
equity, respectively. rewards of ownership are not transferred to the Group
The current income tax charge is calculated on the basis as lessee are classified as operating leases. Payments
of the tax laws enacted or substantively enacted at the made under operating leases (net of any incentives
end of the reporting period in the countries where the received from the lessor) are charged to the consolidated
Company and its subsidiaries operate and generate statement of profit and loss on a straight-line basis
taxable income. over the period of the lease unless the payments are
Deferred income tax is provided in full, using the balance structured to increase in line with expected general
sheet method, on temporary differences arising between inflation to compensate for the lessor’s expected
the tax bases of assets and liabilities and their carrying inflationary cost increases.
amounts in the consolidated financial statements. As a lessor:
However, deferred tax liabilities are not recognised if they Operating lease:
arise from the initial recognition of goodwill. Deferred
income tax is also not accounted for if it arises from Lease income from operating leases where the Group is
initial recognition of an asset or liability in a transaction a lessor is recognised in income on a straight-line basis
other than a business combination that at the time of the over the lease term unless the receipts are structured
transaction affects neither accounting profit nor taxable to increase in line with expected general inflation to
profit (loss). compensate for the expected inflationary cost increases.
The respective leased assets are included in the balance
Deferred income tax is determined using tax rates (and sheet based on their nature.
laws) that have been enacted or substantially enacted by
the end of the reporting period and are expected to apply 2.11 Earnings per share:
when the related deferred income tax asset is realised or The Group presents basic and diluted earnings per share
the deferred income tax liability is settled. (“EPS”) data for its ordinary shares. Basic EPS is calculated
Deferred tax assets are recognised for all deductible by dividing the consolidated statement of profit and loss
temporary differences and unused tax losses only if it is attributable to ordinary shareholders of the Group by the
probable that future taxable amounts will be available to weighted average number of ordinary shares outstanding
utilise those temporary differences and losses. during the year.
Deferred tax liabilities are not recognised for temporary Diluted EPS is determined by adjusting the consolidated
differences between the carrying amount and tax bases statement of profit and loss attributable to ordinary
of investments in subsidiaries, branches and associates shareholders and the weighted average number of
and interest in joint arrangements where the Group is ordinary shares outstanding for the effects of all dilutive
able to control the timing of the reversal of the temporary potential ordinary shares, which includes all stock options
differences and it is probable that the differences will not granted to employees and RSU’s outstanding.
reverse in the foreseeable future. 2.12 Provisions and contingent liabilities
Deferred tax assets and liabilities are offset when there Provisions are recognised when the Group has a present
is a legally enforceable right to offset current tax assets legal or constructive obligation as a result of past events,
and liabilities and when the deferred tax balances relate it is probable that an outflow of resources will be required
to the same taxation authority. Current tax assets and to settle the obligation and the amount can be reliably
tax liabilities are offset where the entity has a legally estimated.
enforceable right to offset and intends either to settle on
a net basis, or to realise the asset and settle the liability Provisions are measured at the present value of
simultaneously. management’s best estimate of the expenditure
required to settle the present obligation at the end of the
Minimum alternate tax (MAT) credit is recognised in reporting period. The discount rate used to determine
accordance with tax laws in India as an asset only when the present value is a pre-tax rate that reflects current
and to the extent there is convincing evidence that the market assessments of the time value of money and the
Group will pay normal income tax during the specified risks specific to the liability. The increase in the provision
period. The Group reviews the MAT credit at each balance due to the passage of time is recognised as an interest
sheet date and writes down the carrying amount of expense. Provisions are not recognised for future
MAT credit entitlement to the extent there is no longer operating losses.
convincing evidence to the effect that the Group will pay
Provisions for onerous contracts are recognised when the
Annual Report | 2018-19

normal income tax during the specified period.

expected benefits to be desired by the Company from a
2.10 Leases contract are lower than unavoidable costs of meeting to
As a lessee: future obligations under the contract and are measured
at the present value of lower than expected net cost of
At the inception of each lease, the lease arrangement is fulfilling the contract and expected cost of terminating
classified as either a finance lease or an operating lease, the contract.
based on the substance of the lease arrangement.

181
Contingencies: ii) Stores and spares – at cost.
Contingent liabilities are not recognised in the financial Cost includes purchase costs and other attributable
statements. A contingent asset is neither recognised nor expenses
disclosed in the financial statements. iii) Work in process & finished Goods – at cost or net
2.13 Share based payments realisable value whichever is less.
Stock options are granted to the associates of the Group Costs of production comprises of direct material
under various stock option schemes established after costs, wages and applicable overheads.
June 19, 1999. These stock options are measured at the Inventories are stated at the lower of cost and net
fair value of the equity instruments at the grant date. realisable value. Costs of inventories are determined on
The fair value determined at the grant date of the stock a weighted average basis. Net realisable value represents
options is expensed on a straight-line basis over the the estimated selling price for inventories less all
vesting period, based on the Company’s estimate of estimated costs of completion and costs necessary to
the equity instruments that will eventually vest, with a make the sale.
corresponding increase in equity. 2.16 Revenue
At the end of each reporting period, the Company The Company derives revenue primarily from services
revises its estimate of the number of equity instruments and solutions specialising in geospatial, engineering
expected to vest. The impact of the original estimates, design, analytics, network and operations solutions.
if any, is recognised in consolidated statement of profit Revenue is measured based on the consideration
and loss such that the cumulative expense reflects the specified in a contract with a customer and excludes
revised estimate, with a corresponding adjustment to the amounts collected on behalf of third parties. The
stock option reserve. Company recognizes revenue when it transfers control
The fair value of the amount payable to the employees over a product or a service to a customer. The method for
in respect of Restricted Stock Units (RSU) which are recognizing revenues and costs depends on the nature of
settled in equity and cash are recognised as an expense services rendered as mentioned below:
with a corresponding increase in stock option reserve a) Time and material: Revenue from time and material
and liabilities, in the period during which the employees contracts are recognized as the related services are
become unconditionally entitled to payment. performed, which is pursued based on the eﬀorts
The equity settlement component is not remeasured at spent and agreed rate with the customer. Revenue
each reporting date. The cash settlement component from the end of the last invoicing to the reporting
is remeasured at each reporting date and at settlement date is recognized as unbilled revenue.
date based on the fair value of the RSUs. Any change in b) Fixed price contracts: Revenue from fixed-price
the liability is recognised in the consolidated statement contracts is recognized as per the ‘percentage-
of profit and loss. of-completion’ method, where the performance
2.14 Cash and cash equivalents: obligations are satisfied over time and when there is
Cash comprises cash on hand, in bank, demand deposits no uncertainty as to measurement or collectability
with banks and with financial institutions. The Company of consideration. When there is uncertainty as to
considers all highly liquid financial instruments, which are measurement or ultimate collectability, revenue
readily convertible into cash and have original maturities recognition is postponed until such uncertainty is
of three months or less from the date of purchase, to be resolved. Percentage of completion is determined
cash equivalents. Such cash equivalents are subject to based on the project costs incurred to date as a
insignificant risk of changes in value. percentage of total estimated project costs required
to complete the project. The input method has been
Cash flows are reported using indirect method, whereby used to measure the progress towards completion
profit / (loss) after tax is adjusted for the eﬀects of as there is direct relationship between input and
transaction of non-cash nature and any deferrals or productivity.
accruals of past or future cash receipts or payments
for the year. The cash flows from operating, investing c) Maintenance contracts: Revenue from fixed-price
and financing activities of the Company are segregated maintenance contracts are recognised pro-rata over
based on the available information. the term of the maintenance arrangement.

2.15 Inventories: d) Sale of products: Revenue from sale of products is

recognised at the point in time when control of the
Annual Report | 2018-19

Inventories are valued in accordance with the below asset is transferred to the customer, generally on
method of valuation. delivery of the products.
i) Raw materials & consumables – at cost or net Revenue from contract with customers is recognised
realisable value whichever is less. by applying revenue recognition criteria specified in
Cost includes purchase costs and other attributable Ind AS 115 for each distinct performance obligation.
expenses The arrangement with customer specify services to be

182
rendered which meet criteria of performance obligations. to the Companies Act, 2013 except in respect of the
For allocation, transaction price, the Company measures following categories of assets, in whose case the life of
the revenue in respect of each performance obligation of the assets has been assessed based on technical advice,
a contract at its relative standalone selling price. taking into account the nature of the asset, the estimated
Contract modifications are accounted for when additions, usage of the asset, the operating conditions of the asset,
deletions or changes are approved either to the contract past history of replacement, anticipated technological
scope or contract price. The accounting for modifications changes, manufacturers warranties and maintenance
of contracts involves assessing whether the services support. Freehold land is not depreciated.
added to an existing contract are distinct and whether
Type of asset Useful life
the pricing is at the standalone selling price. Services
that are not distinct are accounted for on a cumulative Building 28 years
catchup basis, while those that are distinct are accounted Plant and equipment 10 years
for prospective, either as a separate contract, if the Tools & Equipment 5 years
additional services are priced at the standalone selling
price, or as a termination of existing contract and cration Computers 3 years
of a new contract if not priced at the standalone selling Leasehold improvements Shorter of lease period
price. or estimated useful lives
The Company classifies the right to consideration in Depreciation methods, useful lives and residual values are
exchange for deliverables as either a receivable or as reviewed periodically including at each financial year-end.
unbilled revenue. A receivable is a right to consideration An item of property, plant and equipment is derecognised
that is unconditional upon passage of time. Revenue upon disposal or when no future economic benefits are
in excess of invoicing are classified as contract assets expected to arise from the continued use of the asset.
(unbilled revenue) while invoicing in excess of revenue are Any gain or loss arising on the disposal or retirement of
classified as contract liabilities (unearned revenues). an item of property, plant and equipment is determined
The Company accounts for volume discounts and pricing as the diﬀerence between the sales proceeds and the
incentives to customers as a reduction of revenue carrying amount of the asset and is recognised in ‘other
based on the ratable allocation of discounts/incentives income’ of the consolidated statement of profit and loss.
to each of the underlying performance obligation that 2.19 Intangible assets
corresponds to the progress by the customer towards
earning the discount/incentive. Intangible assets are stated at cost less accumulated
amortisation and impairment.
The Company presents revenues net of indirect taxes in
the consolidated statement of profit and loss. Intangible assets acquired in a business combination
and recognised separately from goodwill are initially
2.17 Other income recognised at their fair value at the acquisition date
Interest income from a financial asset is recognised when (which is regarded as their cost). Subsequent to initial
it is probable that the economic benefits will flow to the recognition, intangible assets acquired in a business
Company and the amount of income can be measured combination are reported at cost less accumulated
reliably. amortisation and accumulated impairment losses.
Interest income is recognised on a time proportion basis Intangible assets are amortised over their estimated
taking into account the amount outstanding and rate useful life on a straight line basis as follows:
applicable in the transaction.
Type of asset Useful life
Dividend income is recognised when the Group’s right to
receive dividend is established. Software 3 years/Over the period of
the respective project
Foreign currency gains and losses are reported on net
Technology/ 2-6 years
basis. This includes the changes in the fair value of foreign
Intellectual property
exchange derivative instruments, which are accounted at
fair value through consolidated statement of profit and Customer contracts 2-6 years
loss. Process knowhow 5 years
2.18 Property, plant and equipment Other intangible assets Over the period of the
respective project
Property, plant and equipment are stated at cost, less
accumulated depreciation and impairment, if any. Costs An intangible asset is de-recognised on disposal, or
Annual Report | 2018-19

directly attributable to the acquisition are capitalised when no future economic benefits are expected from
until the property, plant and equipment are ready for use, use. Gains or losses arising from de-recognition of an
as intended by management. intangible asset, measured as the diﬀerence between
the net disposal proceeds and the carrying amount of the
The Company depreciates property, plant and equipment asset, are recognised in ‘other income’ of consolidated
over their estimated useful lives using the straight-line statement of profit and loss when the asset is de-
method as per the useful life prescribed in Schedule II recognised.

183
Expenditure incurred towards development eligible the fair value of plan assets. This cost is included in the
for capitalisation are carried as intangible assets under employee benefit expense in the consolidated statement
development where such assets are not yet ready for of profit and loss. Remeasurement gains and losses arising
their intended use. from experience adjustments and changes in actuarial
Amortisation methods and useful lives are reviewed assumptions are recognised in the period in which they
periodically at each financial year end. occur, directly in other comprehensive income. Changes
in the present value of the defined benefit obligation
resulting from plan amendments or curtailments are
Research and development recognised immediately in the consolidated statement
of profit and loss as past service cost.
Research costs are expensed as incurred. Development
costs are expensed as incurred unless technical and Compensated absences:
commercial feasibility of the project is demonstrated, The employees of the Group are entitled to compensated
future economic benefits are probable, the Company absences. The employees can carry-forward a portion
has intention and ability to complete and use the asset of the unutilised accrued compensated absence and
and the costs are reliably measured, in which case such utilise it in future periods or receive cash compensation
expenditure is capitalised. The amount capitalised at retirement or termination of employment. The Group
comprises expenditure that can be directly attributed records an obligation for compensated absences in
or allocated on a reasonable and consistent basis for the period in which the employee renders the services
creating, producing and making the asset ready for its that increase this entitlement. The Group measures
intended use. the expected cost of compensated absence based on
2.20 Employee benefit plans actuarial valuation made by an independent actuary as at
the balance sheet date on projected unit credit method.
Employee benefits include provident fund,
superannuation fund, employee’s state insurance Medical benefits:
scheme, gratuity fund and compensated absences. In Cyient Inc, medical insurance plan is oﬀered to the
Defined contribution plans: associates on self-insured basis which consists of fixed
costs of administration charges and stop loss insurance
Contributions in respect of Employees Provident
that are charged on a per associate and monthly claims
Fund and Pension Fund which are defined contribution
being settled from consolidated fund maintained by third
schemes, are made to a fund administered and managed
party insurance fund. At the end of every calendar year,
by the Government of India and are charged as an expense
the insurance agency provides an estimate of “Claims Not
based on the amount of contribution required to be made
Yet Received” computed on actuarial valuation based on
and when service are rendered by the employees.
number of associates and claims received over the last 12
Contributions under the superannuation plan which months. This estimate is extrapolated on the basis of the
is a defined contribution scheme, are made to a fund closing enrolments as of March 31 and the management
administered and managed by the Life Insurance creates a liability for medical expenses.
Corporation of India and are charged as an expense based
Other short-term employee benefits
on the amount of contribution required to be made and
when services are rendered by the employees. Other short-term employee benefits, including overseas
social security contributions and performance incentives
Cyient Inc. provides a defined contribution plan benefit
expected to be paid in exchange for the services rendered
through the Cyient Inc. 401(K) Retirement Plan to all of
by employees are recognised during the period when the
its eligible employees. The plan is administered by Cyient
employee renders service.
Inc. while the trustee for the plan is an external agency.
The contribution from the Company is at the discretion 2.21 Segment Reporting
of the Board of Directors of Cyient Inc. Operating segments are reported in a manner consistent
Defined benefit plans with the internal reporting provided to the chief operating
decision maker.
Gratuity:
The Managing Director and Chief Executive Oﬃcer
The Group accounts for its liability towards Gratuity based
evaluates Cyient Group’s performance and allocates
on actuarial valuation made by an independent actuary
resources based on analysis of various performance
as at the balance sheet date using projected unit credit
indicators by business verticals and geographical
method. The liability recognised in the balance sheet in
segmentation of customers.
respect of the gratuity plan is the present value of the
defined benefit obligation at the end of the reporting 2.22 Financial instruments
period less the fair value of the plan assets. (A) Initial recognition:
Annual Report | 2018-19

The present value of the defined benefit obligation is Financial assets and financial liabilities are recognised
determined by discounting the estimated future cash when a Group entity becomes a party to the
outflows by reference to market yields at the end of the contractual provisions of the instruments. Financial
reporting period on government bonds that have terms assets and financial liabilities are initially measured
approximating to the terms of the related obligation. The at fair value. Transaction costs that are directly
net interest cost is calculated by applying the discount attributable to the acquisition or issue of financial
rate to the net balance of the defined obligation and assets and financial liabilities (other than financial

184
assets and financial liabilities at fair value through to their fair value at the end of each reporting
profit or loss) are added to or deducted from the fair period. The resulting gain or loss is recognised
value of the financial assets or financial liabilities, as in consolidated statement of profit and loss
appropriate, on initial recognition. Transaction costs immediately unless the derivative is designated
directly attributable to the acquisition of financial and eﬀective as a hedging instrument, in
assets or financial liabilities at fair value through profit which event the timing of the recognition
or loss are recognised immediately in consolidated in consolidated statement of profit and
statement of profit and loss. loss depends on the nature of the hedging
(B) Subsequent measurement: relationship and the nature of the hedged item.

a. Non-derivative financial instruments: Eﬀective interest method

i) Financial assets carried at amortised cost: The effective interest method is a method
A financial asset is subsequently measured of calculating the amortised cost of a debt
at amortised cost if it is held within a instrument and of allocating interest income/
business model whose objective is to hold expense over the relevant period. The effective
the asset in order to collect contractual interest rate is the rate that exactly discounts
cash flows and the contractual terms of the estimated future cash receipts (including all fees
financial asset give rise on specified dates and points paid or received that form an integral
to cash flows that are solely payments part of the effective interest rate, transaction
of principal and interest on the principal costs and other premiums or discounts) through
amount outstanding. the expected life of the debt instrument, or,
where appropriate, a shorter period, to the net
ii) Financial assets at fair value through carrying amount on initial recognition.
other comprehensive income: A financial
asset is subsequently measured at fair Income is recognised on an effective interest
value through other comprehensive income basis for debt instruments other than those
if it is held within a business model whose financial assets classified as at FVTPL. Interest
objective is achieved by both collecting income is recognised in consolidated statement
contractual cash flows and selling financial of profit and loss and is included in “Other
assets and the contractual terms of the income”.
financial asset give rise on specified dates c. Hedge accounting:
to cash flows that are solely payments The Group designates derivative contracts in
of principal and interest on the principal a cash flow hedging relationship by applying
amount outstanding. The Group has made the hedge accounting principles designated in
an irrevocable election for its investments a hedging relationship, used to hedge its risks
which are classified as equity instruments associated with foreign currency fluctuations
to present the subsequent changes in fair relating to certain highly probable forecast
value in other comprehensive income based transactions.
on its business model.
At the inception of the hedge relationship, the
iii) Financial assets at fair value through Company documents the relationship between
profit or loss: Financial assets which are not the hedging instrument and the hedged item,
classified in any of the above categories are along with its risk management objectives
subsequently fair valued through profit or and its strategy for undertaking various hedge
loss. transactions. Furthermore, at the inception of
iv) Financial liabilities: Financial liabilities are the hedge and on an ongoing basis, the Company
subsequently carried at amortised cost documents whether the hedging instrument
using the effective interest method, except is highly effective in offsetting changes in
for contingent consideration recognised in a fair values or cash flows of the hedged item
business combination which is subsequently attributable to the hedged risk.
measured at fair value through consolidated These derivative contracts are stated at the fair
statement of profit and loss. For trade and value at each reporting date.
other payables maturing within one year
from the Balance Sheet date, the carrying The effective portion of changes in the fair
amounts approximate fair value due to the value of derivatives that are designated and
short maturity of these instruments. qualify as cash flow hedges is recognised in
other comprehensive income and accumulated
b. Derivative financial instruments:
Annual Report | 2018-19

under cash flow hedge reserve. The gain or loss

The Group enters into a variety of derivative relating to the ineffective portion is recognised
financial instruments to manage its exposure immediately in consolidated statement of profit
to interest rate and foreign exchange rate risks, and loss.
including foreign exchange forward contracts. Amounts previously recognised in other
Derivatives are initially recognised at fair comprehensive income and accumulated in
value at the date the derivative contracts are equity relating to (effective portion as described
entered into and are subsequently remeasured above) are reclassified to consolidated
185
statement of profit and loss in the periods when and loss and other changes in the fair value of
the hedged item affects profit or loss. FVTOCI financial assets are recognised in other
Hedge accounting is discontinued when comprehensive income.
the hedging instrument expires or is sold, • For financial liabilities that are denominated
terminated, or exercised, or when it no longer in a foreign currency and are measured at
qualifies for hedge accounting. Any gain or amortised cost at the end of each reporting
loss recognised in other comprehensive period, the foreign exchange gains and losses
income and accumulated in equity at that time are determined based on the amortised cost
remains in equity and is recognised when the of the instruments and are recognised in the
forecast transaction is ultimately recognised in consolidated statement of profit and loss.
consolidated statement of profit and loss. When
• The fair value of financial liabilities denominated
a forecast transaction is no longer expected to
in a foreign currency is determined in that
occur, the gain or loss accumulated in equity
foreign currency and translated at the spot rate
is recognised immediately in consolidated
at the end of the reporting period. For financial
statement of profit and loss.
liabilities that are measured as at FVTPL, the
(C) De-recognition of financial assets and liabilities: foreign exchange component forms part of the
Financial assets: fair value gains or losses and is recognised in
consolidated statement of profit and loss.
The Group derecognises a financial asset when the
contractual rights to the cash flows from the asset 2.23 Determination of fair values
expire, or when it transfers the financial asset and In determining the fair value of its financial instruments,
substantially all the risks and rewards of ownership the Group uses a variety of methods and assumptions
of the asset to another party. If the Group retains that are based on market conditions and risks existing
substantially all the risks and rewards of ownership at each reporting date. The methods used to determine
of a transferred financial asset, the Group continues fair value include discounted cash flow analysis, available
to recognise the financial asset and also recognises a quoted market prices and dealer quotes. All methods of
collateralised borrowing for the proceeds received. assessing fair value result in general approximation of
On de-recognition of a financial asset in its entirety, value, and such value may never actually be realised.
the difference between the asset’s carrying amount
2.24 Equity Instruments (Share Capital):
and the sum of the consideration received and
receivable and the cumulative gain or loss that had Ordinary shares are classified as equity. Shares bought
been recognised in other comprehensive income and back are shown as a deduction from equity. No gain
accumulated in equity is recognised in consolidated or loss is recognised in the statement of profit or
statement of profit and loss if such gain or loss would loss on purchase, sale, issue or cancellation of equity
have otherwise been recognised in consolidated instruments. Incremental costs directly attributable to
statement of profit and loss on disposal of that the issuance of equity shares or buyback of equity shares
financial asset. are recognised as a deduction from equity, net of taxes.
Financial liabilities: 2.25 Impairment of assets
The Group derecognises financial liabilities when, and a. Financial assets:
only when, the Group’s obligations are discharged, The Group recognises loss allowances using the
cancelled or have expired. The difference between expected credit loss (ECL) model for the financial
the carrying amount of the financial liability assets which are not fair valued through consolidated
derecognised and the consideration paid and payable statement of profit and loss. Loss allowance for trade
is recognised in consolidated statement of profit and
receivables with no significant financing component
loss.
is measured at an amount equal to lifetime ECL.
(D) Foreign exchange gains and losses: For all other financial assets, expected credit losses
• For foreign currency denominated financial are measured at an amount equal to the 12 month
assets measured at amortised cost and FVTPL, ECL, unless there has been a significant increase
the exchange differences are recognised in in credit risk from initial recognition in which case
consolidated statement of profit and loss except those are measured at lifetime ECL. The amount of
for those which are designated as hedging expected credit losses (or reversal) that is required
instruments in a hedging relationship. to adjust the loss allowance at the reporting date to
the amount that is required to be recognised as an
• Changes in the carrying amount of investments
in equity instruments at FVTOCI relating to impairment gain or loss in consolidated statement of
Annual Report | 2018-19

changes in foreign currency rates are recognised profit and loss.

in other comprehensive income. For trade receivables, the Group applies the
• For the purposes of recognising foreign simplified approach permitted by Ind AS 109 Financial
exchange gains and losses, FVTOCI debt Instruments, which requires expected lifetime
instruments are treated as financial assets losses to be recognised from initial recognition of
measured at amortised cost. Thus, the the receivables. As a practical expedient, the Group
exchange differences on the amortised cost are uses a provision matrix to determine impairment
recognised in consolidated statement of profit loss of its trade receivables. The provision matrix
186
is based on its historically observed default rates b) The grant will be received.
over the expected life of the trade receivable and is Export entitlements from government authorities
adjusted for forward looking estimates. The ECL loss are recognised in the statement of consolidated
allowance (or reversal) during the year is recognised profit and loss when the right to receive credit as per
in the consolidated statement of profit and loss. the terms of the scheme is established in respect of
b. Non-financial assets: the exports made by the Company, and where there
is no significant uncertainty regarding the ultimate
Intangible assets, Intangible assets under
collection of the relevant export proceeds. Grants
development and property, plant and equipment:
are recognised net of attributable expenses.
Intangible assets, Intangible assets under
2.27 Exceptional item
development, and property, plant and equipment
are evaluated for recoverability whenever events or Significant gains/losses or expenses incurred arising
changes in circumstances indicate that their carrying from external events or based on corporate action which
amounts may not be recoverable. For the purpose of are not expected to recur are disclosed as ‘Exceptional
impairment testing, the recoverable amount (i.e. the item’.
higher of the fair value less cost to sell and the value-in- 2.28 Recent accounting pronouncements
use) is determined on an individual asset basis unless Standards issued but not yet effective: -
the asset does not generate cash flows that are largely
independent of those from other assets. In such cases, The amendments to standards that are issued, but not
the recoverable amount is determined for the CGU yet effective, up to the date of issuance of the Company’s
to which the asset belongs. Intangible assets under financial statements is disclosed below. The Company
development are tested for impairment annually. intends to adopt the standard, if applicable, when it
becomes effective.
If such assets are considered to be impaired, the
impairment to be recognised in the statement of IND AS 116 – Leases:
profit and loss is measured by the amount by which the Ind AS 116 Leases was notified in October 2018 and it
carrying value of the assets exceeds the estimated replaces Ind AS 17 Leases. Ind AS 116 is effective for
recoverable amount of the asset. An impairment loss annual periods beginning on or after April 1, 2019.
is reversed in the consolidated statement of profit Ind AS 116 sets out the principles for the recognition,
and loss if there has been a change in the estimates measurement, presentation and disclosure of leases and
used to determine the recoverable amount. The requires leases to account for all leases under a single on
carrying amount of the asset is increased to its balance sheet model, similar to accounting for finance
revised recoverable amount, provided that this lease under Ind AS 17.
amount does not exceed the carrying amount that At the commencement date of a lease, a lessee will
would have been determined (net of any accumulated recognise a liability to make lease payments and an asset
amortisation or depreciation) had no impairment representing the right to use the underlying asset during
loss been recognised for the asset in prior years. the lease term. Lessee will be required to separately
2.26 Government grants/incentives recognise the interest expense on the lease liability and
Government grants are recognised when there is a depreciation expense on the right of use asset.
reasonable assurance that: The Group is evaluating the impact of this amendment on
a) The company will comply with the conditions its consolidated financial statements.
attached to them; and

3. Property, plant and equipment

As at
Particulars
March 31, 2019 March 31, 2018
Carrying amount of:
Freehold land 16 16
Leasehold land [refer note (c) below] - -
Buildings 1,277 1,338
Leasehold improvements 103 64
Computers 344 290
Plant and equipment 811 693
Oﬃce equipment 295 255
Annual Report | 2018-19

Furniture and fixtures 421 317

Electrical installations 176 158
Vehicles 25 30
Tools and equipment 62 59
Total 3,530 3,220

187
188
Annual Report | 2018-19

Notes:
(a) Movement in the carrying amount of property, plant and equipment is as below:
Freehold Lease-
Buildings Lease- Plant Fur- Elec- Tools
land hold land Office
(refer hold Com- and niture trical and
Particulars (refer (refer equip- Vehicles Total
note (d) improve- puters equip- and installa- equip-
note (b) note (c) ment
below) ments ment fixtures tions ment
below) below)
I. Cost or deemed cost
Balance as at March 31, 2017 16 9 1,959 82 1,688 1,425 564 653 470 37 69 6,972
Additions - - 5 26 171 184 140 77 38 6 8 655
Disposals - - - - (89) (20) (24) (2) - - 2 (133)
Acquisitions through business - - - 19 - - - 2 - 2 37 60
combination
Other adjustments - - - - - 53 (53) - - - - -
Foreign currency translation - - - (3) 46 2 22 (5) - - - 62
adjustments
Balance as at March 31, 2018 16 9 1,964 124 1,816 1,644 649 725 508 45 116 7,616
Additions - - 59 30 249 229 123 167 50 - 7 914
Disposals - - (80) - (69) (81) (23) (33) (26) - - (312)
Acquisitions through business - - - 30 3 7 - 7 - 1 8 56
combination
Foreign currency translation - - - 5 15 - 9 19 - - 3 51
adjustments
Balance as at March 31, 2019 16 9 1,943 189 2,014 1,799 758 885 532 46 134 8,325
II. Accumulated depreciation
Balance as at March 31, 2017 - 9 557 45 1,444 855 330 348 311 10 46 3,955
Depreciation for the year - - 69 15 162 112 66 58 38 5 9 534
Disposals - - - - (87) (17) (22) (1) - - 2 (125)
Foreign currency translation - - - - 7 1 20 3 1 - - 32
adjustments
Balance as at March 31, 2018 - 9 626 60 1,526 951 394 408 350 15 57 4,396
Depreciation for the year - - 71 24 171 114 85 73 30 6 15 589
Disposals - - (31) - (54) (77) (18) (33) (24) - - (237)
Foreign currency translation - - - 2 27 - 2 16 - - - 47
adjustments
Balance as at March 31, 2019 - 9 666 86 1,670 988 463 464 356 21 72 4,795
III. Carrying amounts (I-II)
Balance as at March 31, 2018 16 - 1,338 64 290 693 255 317 158 30 59 3,220
Balance as at March 31, 2019 16 - 1,277 103 344 811 295 421 176 25 62 3,530
(b) Includes ` 4 (March 31, 2018: ` 4) in respect of which land allocation letters have been received, pending completion of legal formalities relating to conveyance.
(c) Includes ` 9 (March 31, 2018: ` 9) in respect of which land allocation letters have been received, pending completion of legal formalities relating to conveyance.
(d) Includes ` 716 (March 31, 2018: ` 794) relating to building constructed on leasehold land.
4. Goodwill
For the year ended
Particulars
March 31, 2019 March 31, 2018
Balance at beginning of the year 3,549 3,278
Additions on account of business combinations (refer note 33 A(i) & (ii)) 1,719 271
On dissolution of subsidiary (refer note 36(a)) (11) -
Balance at end of the year 5,257 3,549
Goodwill of ` 2,909 (March 31, 2018: ` 2,879) has been allocated to the DLM segment (refer note 30). The estimated value-
in-use of this cash generating unit (CGU) is based on the future cash flows using a 3% - 4.5% annual growth rate for periods
subsequent to the forecast period of 5 years and discount rate of 13 %. An analysis of the sensitivity of the computation
to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonably
probable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease
below its carrying amount.
Goodwill of ` 2,185 (March 31, 2018: ` 496) has been allocated to the MI segment (refer note 30). The estimated value-in-use
of this CGU is based on the future cash flows using a 3% - 4.5% annual growth rate for periods subsequent to the forecast
period of 5 years and discount rate of 13%. An analysis of the sensitivity of the computation to a change in key parameters
(operating margin, discount rates and long term average growth rate), based on reasonably probable assumptions, did not
identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount.
The remaining goodwill of ` 163 (March 31, 2018: ` 174) (relating to different CGUs and allocated to MI and UGC segments)
has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs
exceeded their carrying amount.
5. Intangible assets
As at
Particulars
March 31, 2019 March 31, 2018
Carrying amount of:
Computer software 258 435
Technology/ Intellectual Property 61 73
Customer contracts 279 344
Process knowhow 47 61
Other intangible assets 348 293
Total intangible assets 993 1,206
Intangible assets under development 740 302
(refer note (i) below)
Notes:
(i) Intangible assets under development:
(a) The Company entered into an agreement with a third party, wherein it was granted technology license to develop,
test and commercially utilise the benefits from such testing and development activity. Accordingly, the initial
amount and subsequent development costs aggregating to ` 468 (March 31, 2018: ` 251) have been classified
under ‘intangible assets under development’.
(b) The Group incurred certain expenses towards development of a software towards certification process through
simulation of ` 37 (March 31, 2018: ` Nil) which was capitalised as ‘intangible assets under development’.
(c) Amounts incurred by the Company’s wholly owned subsidiary pursuant to an agreement with a customer towards
efficiency improvement in certain equipment on a risk sharing model ` 73 (March 31, 2018: ` 51) was capitalised
as ‘intangible assets under development’. During the previous year, Company capitalized ` 76 pursuant to
successful completion of an identifiable block which is expected to generate revenue over the next six years. This
Annual Report | 2018-19

has been classified under ‘Intellectual Property’.

(d) During the year, the Company’s partly owned subsidiary, Cyient Solutions and Systems Private Limited (“CSSPL”)
entered into a collaboration agreement with a third party for the development of payload and customization of
UAV system. Accordingly, amount of ` 162 (March 31, 2018: ` Nil) has been classified under ‘intangible assets
under development’.

189
(ii) Movement in the carrying amount of intangible assets is as below:
Techno- Cus- Other
Computer logy/ In- tomer Process intan-
Particulars Total
software tellectual con- Knowhow gible
Property tracts assets
I. Cost or deemed cost
Balance as at March 31, 2017 2,989 16 337 78 715 4,135
Additions 259 76 - - 39 374
Disposals (86) - - - - (86)
Additions through business combination - - 96 - 13 109
Foreign currency translation adjustments (38) - 8 - 99 69
Balance as at March 31, 2018 3,124 92 441 78 866 4,601
Additions 108 - - - - 108
Disposals (21) - - - - (21)
Additions through business combination 3 - 24 - 145 172
Foreign currency translation adjustments 27 5 11 5 56 104
Balance as at March 31, 2019 3,241 97 476 83 1,067 4,964
II. Accumulated amortisation
Balance as at March 31, 2017 2,460 8 34 3 415 2,920
Amortisation for the year 310 11 62 14 121 518
Disposals (86) - - - - (86)
Foreign currency translation adjustments 5 - 1 - 37 43
Balance as at March 31, 2018 2,689 19 97 17 573 3,395
Amortisation for the year 289 17 97 17 105 525
Disposals (18) - - - - (18)
Foreign currency translation adjustments 23 - 3 2 41 69
Balance as at March 31, 2019 2,983 36 197 36 719 3,971
III. Carrying amounts (I-II)
Balance as at March 31, 2018 435 73 344 61 293 1,206
Balance as at March 31, 2019 258 61 279 47 348 993
6. Investments
As at
Particulars
March 31, 2019 March 31, 2018
A. Non-current (refer note (i) below)
Investment carried at equity method of accounting
(i) Equity instruments of associate company (unquoted) (refer note - -
(iv) below)
(ii) Equity instruments of joint venture company (unquoted) (refer 26 21
note (v) below)
26 21
Investments carried at fair value through other comprehensive income
(i) Equity instruments of other entities (unquoted) 20 18
(ii) Equity instruments of other entities (quoted) 38 249
58 267
Investment carried at fair value through profit and loss
(i) Compulsorily convertible preference shares of other entities 10 10
(unquoted)
(ii) Preferred instruments of other entities (unquoted) 69 -
Annual Report | 2018-19

(iii) Debt instruments of other entities (unquoted) 104 -

183 10
267 298
B. Current (refer note (ii) below)
Investment carried at fair value through profit and loss
(i) Investments in mutual funds (quoted) 278 1,130

190
Notes:
(i) Details of investments - non-current
As at March 31, 2019 As at March 31, 2018
Particulars No. of No. of
Amount Amount
shares shares
Equity instruments of joint venture company (unquoted)
Infotech HAL Limited, India (refer note (v) below) 2,000,000 26 2,000,000 21
Equity instruments of other entities (unquoted)
Canesta Inc., USA (refer note (d) below) 10,000 - 10,000 -
Traﬃcmaster Plc., United Kingdom (refer note (e) below) 35,088 - 35,088 -
Cardiac Design Labs Private Limited, India 6,036 20 6,036 18
Equity instruments of other entities (quoted)
Murata Manufacturing Co. Limited, Japan (refer note (a) 11,154 38 28,093 249
below)
Compulsorily convertible preference shares of other
entities (unquoted)
Cardiac Design Labs Private Limited, India 3,048 10 3,048 10
Preferred instruments of other entities (unquoted)
Jana Care Inc. (refer note (b) below) 368,297 69 - -
Debt instruments of other entities (unquoted)
Spry Health Inc., USA (refer note (c) below) NA 104 - -
Total 267 298
Note :
(a) During the previous year, Cyient Inc’s. entire shareholding of VIOS Medical Instruments Inc. (“VIOS”) was acquired
by Murata Manufacturing Co. Limited (“Murata”), Japan. Accordingly, Company received shares of Murata on October
13, 2017 as consideration in lieu of its shares held in VIOS and on the date of allotment of such shares recognised a
gain of ` 192 in ‘Other Comprehensive Income’ in accordance with Ind AS 109 ‘Financial Instruments’. The changes
in the fair value subsequent to the allotment for the year ended March 31, 2018 of ` (26) is also recognised in ‘Other
Comprehensive Income’.
During the year, Cyient Inc. sold 24,375 shares held in Murata for a consideration of ` 236 (USD 3,470,675) resulting
into gain of ` 109 ( net of tax of ` 45), has been transferred from ‘other comprehensive income’ to ‘retained earnings’.
Balance 3,718 shares continue to be fair valued through other comprehensive income. During the year, Murata has
announced stock split, wherein each share of common stock owned by shareholders will be split into three shares.
Accordingly, Cyient Inc.’s revised shares held in Murata is 11,154 shares.
(b) During the year, Cyient Inc. has invested an amount of ` 69 (USD 1,000,000) in Series A Preferred Stock in Jana Care Inc.
(c) During the year, Cyient Inc. has invested an amount of ` 104 (USD 1,500,000) as a part of ‘simple agreement for future
equity’ (“SAFE”) with Spry Health Inc.. Cyient Inc. has right to certain shares of Spry Health Inc. based on terms and
conditions specified in the agreement.
(d) As at March 31, 2019, carrying value of equity instruments in Canesta Inc. was ` 0.10 (March 31, 2018: ` 0.10).
(e) As at March 31, 2019, carrying value of equity instruments in Traﬃcmaster Plc. was ` 0.11 (March 31, 2018: ` 0.11).
(ii) Details of investments - current (quoted)*
As at March 31, 2019 As at March 31, 2018
Particulars
No. of Units Amount No. of Units Amount
Investments in Mutual Funds
Reliance Liquid Fund - Treasury Plan - Daily Dividend Option - - 46,374 71
Dividend
L&T Liquid fund - Regular Daily Dividend Reinvestment Plan - - 84,647 86
Annual Report | 2018-19

Aditya Birla Sun Life Floating Rate Fund Short Term Plan - - 706,029 71
-Daily Dividend
Axis Liquid Fund - Daily Dividend - - 88,104 88
UTI-Liquid Cash Plan - Institutional -Daily Dividend 96,970 99 81,580 83
Reinvestment
ICICI Prudential Money Market Fund - Daily Dividend - - 805,283 81
IDFC Cash fund - Daily dividend - (Regular Plan) - - 47,476 47
Contd. 191
As at March 31, 2019 As at March 31, 2018
Particulars
No. of Units Amount No. of Units Amount
Kotak Floater Short Term - Daily Dividend (Regular Plan) - - 79,358 80
Kotak Liquid Regular Plan Daily Dividend 79,698 97 62,187 76
HDFC Liquid Fund - Regular Plan - Daily Dividend - - 79,075 81
Reinvestment
DSP Black Rock Liquidity Fund - Regular Plan - Daily Dividend - - 66,016 66
SBI Premier Liquid Fund - Regular Plan - Daily Dividend - - 75,899 76
DHFL Pramerica Insta Cash Plus Fund - Daily Dividend - - 500,664 50
Invesco India Liquid Fund - Daily Dividend - - 75,772 76
Tata Money Market Fund Regular Plan - Daily Dividend - - 97,624 98
Franklin India Liquid Fund - Super Institutional Plan 81,570 82 - -
Total quoted investment 278 1,130
* The market value of quoted investment is equal to its carrying value.

(iii) Carrying values:

As at
Particulars
March 31, 2019 March 31, 2018
Aggregate amount of unquoted investments carried at equity method of 26 21
accounting
Aggregate amount of investments carried at fair value through other 58 267
comprehensive income
Aggregate amount of investments (current and non-current) carried at fair 461 1,140
value through profit and loss
Aggregate market value of quoted investments (current and non-current) 316 1,379
carried at fair value through profit and loss
(iv) Investments in Associate
The Company held 49% of shareholding in Infotech Aerospace Inc. (‘IASI’) Puerto Rico as at November 30, 2017. The
share of profit from associate was accounted for in the consolidated financial statements for the year ended March 31,
2018 using the equity method of accounting.
During the previous year, the Company entered into a definitive agreement to divest its entire 49% shareholding
in IASI, for a consideration of ` 114 (USD 1,768,916). The closing conditions for the divestment were concluded on
December 08, 2017. Upon divestment, the resultant loss of ` 50 is disclosed as ‘exceptional item’ in the consolid-
ated statement of profit and loss for the year ended March 31, 2018. Further, the Company also received ` 589 (USD
9,131,064) from IASI towards dividend.
Summarised financial information:
The associate company follows calendar year as its reporting period. The consolidated financial statements include
audited figures of the associate for the period ended November 30, 2017 after making adjustments for the three
months ended March 31, 2017. The Company considered November 30, 2017 as date of divestment for convenience,
as the transactions between November 30, 2017 and December 08, 2017 were not material.
Financial position:
As at
Particulars
November 30, 2017
Non-current assets 732
Current assets 1,726
Current liabilities (498)
Impact of foreign currency translation (422)
Net assets 1,538
Annual Report | 2018-19

192
Period ended
Particulars
November 30, 2017
Revenue 2,548
Profit for the period (327)
Total comprehensive income for the period (327)
Share in loss of Associate (160)
Reconciliation to carrying amounts:
As at
Particulars
November 30, 2017
Opening net assets 1,865
Profit for the period (327)
Closing net assets 1,538
Group's share % 49%
Group's share in net assets of the Associate 754
Other adjustments (1)
Dividend received (589)
Proceeds from divestment (114)
Group's loss on disinvestment (refer note 36) 50

(v) Investments in Joint Venture

The Company holds 50% stake in Infotech HAL Limited, India as at March 31, 2019 (March 31, 2018: 50%). The share in
profit of joint venture is accounted for using the equity method of accounting.
Summarised financial information:
Financial Position:
As at As at
Particulars
March 31, 2019 March 31, 2018
Non-current assets 2 4
Current assets 204 141
Non-current liabilities (2) (2)
Current liabilities (152) (101)
Net assets 52 42

Year ended Year ended

Particulars
March 31, 2019 March 31, 2018
Revenue 91 81
Profit for the year 9 8
Other comprehensive income for the year 1 1
Total comprehensive income for the year 10 9
Share in profit of Joint venture 5 4

Reconciliation to carrying amounts:

As at As at
Particulars
March 31, 2019 March 31, 2018
Opening net assets 42 33
Total comprehensive income for the year 10 9
Closing net assets 52 42
Annual Report | 2018-19

Group's share % 50% 50%

Group's share in net assets of Joint venture 26 21

193
7. Other financial assets
As at
Particulars
March 31, 2019 March 31, 2018
Non-current
Security deposits
Unsecured, considered good 308 270
Considered doubtful 16 16
Less : Allowance for doubtful deposits (16) (16)
308 270
Retention money receivable 8 -
Total other non-current financial assets 316 270
Current
Derivative instruments designated in a hedging relationship 425 75
Unbilled revenue 3,438 2,774
Interest accrued on deposit accounts 247 256
Advance to employees 63 90
Other receivables* 53 189
Total other current financial assets 4,226 3,384
Total other financial assets 4,542 3,654
*Other receivables include advances of ` 15 (March 31, 2018: ` 12) receivable from Joint venture (refer note 32).

8. Other assets
As at
Particulars
March 31, 2019 March 31, 2018
Non-current:
Capital advances 108 199
Prepaid expenses 78 126
Balances with government authorities (refer note 35) 373 337
Other advances 67 74
Total other non-current assets 626 736
Current:
Prepaid expenses 577 529
Balances with government authorities (refer note 35) 41 114
Advances to suppliers 686 267
Other receivables (refer note 22) 370 -
Total other current assets 1,674 910
Total other assets 2,300 1,646

9. Inventories
As at
Particulars
March 31, 2019 March 31, 2018
Raw materials 1,503 830
Annual Report | 2018-19

Work-in-progress 66 270
Traded goods - -
Finished goods 252 189
Consumables & stores 12 23
Total 1,833 1,312
Inventories are measured at lower of cost or net realisable value.

194
10. Trade receivables
As at
Particulars
March 31, 2019 March 31, 2018
Trade receivables considered good - unsecured* 8,137 6,913
Trade receivables which have significant increase in credit risk - -
Trade receivables - credit impaired 240 124
Expected credit loss allowance (240) (124)
Total 8,137 6,913
*Includes amount receivable from related parties (refer note 32).
Note:
Expected credit loss (ECL):
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit risk
is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of
customers to which the Group grants credit terms in the normal course of business. The average credit period is between
60-90 days. Before accepting any new customer, the Company uses an internal credit scoring system to assess the
potential customer’s credit quality and defines credit limits for each customer. Limits and scoring attributed to customers
are reviewed once a year.
As a practical expedient, the Group uses a provision matrix to determine impairment loss of its trade receivables. The
provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is
adjusted for forward looking estimates. The ECL allowance (or reversal) during the year is recognised in the consolidated
statement of profit and loss.

As at
Ageing
March 31, 2019 March 31, 2018
Within the credit period 6,403 5,583
1-90 days past due 1,197 976
91-180 days past due 380 224
181-365 days past due 201 162
More than 365 days past due 196 92
Balance at the end of the year 8,377 7,037

As at
Movement in the expected credit loss allowance
March 31, 2019 March 31, 2018
Balance at the beginning of the year 124 174
Provision for ECL 140 71
Reversal of provision on account of collection of bad debts (5) (13)
Reversal of provision for ECL (7) (108)
Translation adjustment (12) -
Balance at the end of the year 240 124
11. Cash and Bank Balances
11A. Cash and cash equivalents
As at
Particulars
March 31, 2019 March 31, 2018
Cash on hand* - -
Cheques on hand - 3
Balances with banks
Annual Report | 2018-19

in current accounts 2,436 3,017

in deposit accounts 4,179 4,265
Deposits with financial institutions 2,236 1,955
Remittances in transit 221 363
Total 9,072 9,603
*Cash balance aggregate ` 0.2 as on March 31, 2019 (March 31, 2018: ` 0.1).
195
11B. Other bank balances
As at
Particulars
March 31, 2019 March 31, 2018
Unpaid dividend/ASOP account 24 14
Balance in escrow account (refer notes below) 175 46
Deposits held as margin money/security for bank guarantees 434 144
Total 633 204
Notes:
a) Balance in escrow aggregating ` 125 (March 31, 2018: ` 46) pertains to purchase consideration payable by Group Companies to
previous shareholders of acquired entities on meeting of certain obligations.
b) The Company has deposited an amount of ` 50 (March 2018: ` Nil) in escrow account (2.5% of the amount earmarked for Buyback) and
furnished an irrevocable and unconditional bank guarantee of ` 500 (March 2018: ` Nil) (25% of the maximum Buyback size) towards
security for the performance and compliance of its obligations under the Regulation 20 of Buyback regulations. (refer note 12).

12. Equity share capital

As at
Particulars
March 31, 2019 March 31, 2018
Authorised share capital:
280,000,000 fully paid up equity shares of ` 5 each (March 31, 2018 : 1,400 1,390
278,000,000) (refer note below)
Issued and subscribed capital:
110,474,173 fully paid up equity shares of ` 5 each (March 31, 2018 : 552 563
112,596,002)
Total 552 563
Increase in the authorised share capital of the Company from 278,000,000 equity shares of ` 5 each to 280,000,000 was given
effect to by the Ministry of Corporate Affairs (MCA) during the financial year.
(A) Reconciliation of the number of shares outstanding:
As at March 31, 2019 As at March 31, 2018
Particulars Number of Number of
Amount Amount
shares shares
Opening balance 112,596,002 563 112,566,340 563
Add: Issue of shares during the year* 448,689 2 29,662 -
Less: Shares bought back and extinguished (1,930,102) (10) - -
during the year
Less: Shares bought back and pending (640,416) (3) - -
extinguishment (refer note D below)
Balance 110,474,173 552 112,596,002 563
*On issue of shares (under the Company’s associate stock option plan) during the previous year, the company had
received ` 0.15 rounded off.
(B) Details of shares held by each shareholder holding more than 5% shares:
As at March 31, 2019 As at March 31, 2018
Name of the shareholder Number of % holding of Number of % holding of
shares held equity shares shares held equity shares
Fully paid up equity shares
Annual Report | 2018-19

Vineyard Point Software Private Limited 11,256,634 10.13% 11,256,634 10.00%

Amansa Holdings Private Limited 7,435,341 6.69% 7,235,341 6.43%
Infocad Enterprises Private Limited 5,628,317 5.07% - -
Aditya Birla Sun Life Trustee Private Limited 3,626,204 3.26% 6,096,318 5.41%
Reliance Capital Trustee Company Limited 3,442,414 3.10% 5,851,927 5.20%

196
(C) Rights, preferences and restrictions attached to equity shares:
The Company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares is
entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval of the shareholders
in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding.
(D) Buyback of Equity shares:
The Board of Directors, at its meeting held on February 01, 2019, approved Buyback of the Company’s fully paid-up
equity shares of face value of ` 5 each from the eligible equity shareholders of the Company other than promoters,
promoter group and persons who are in control of the company, at a price not exceeding ` 700 per equity share
(Maximum Buyback price), for an aggregate amount not exceeding ` 2,000 (Maximum Buyback size), payable in cash
from the open market route through the stock exchange mechanism under the Companies Act, 2013 and Buyback
Regulations. The Buyback shall not exceed ` 2,000 (Maximum Buyback size) excluding the transaction charges. The
Maximum Buyback Size represents 9.79% of aggregate of the Company’s paid up equity capital and free reserves
based on the audited financial statements of the Company as at March 31, 2018, which is in compliance with the
maximum permissible limit of 10% of the total paid up equity share capital and free reserves in accordance with
Section 68(2) of Companies Act, 2013.
As of March 31, 2019, the scheme of Buyback was open and the Company bought back 2,570,518 equity shares as
resulting in total cash consideration of ` 1,695 (including ` 27 towards transaction costs of Buyback). Out of 2,570,518
equity shares bought back, the Company extinguished 1,930,102 shares as at March 31, 2019 and the remaining
were extinguished in the month of April 2019 as per the records of the depositories. In line with the requirement of
Companies Act, 2013, an amount of ` 1,682 have been utilised from the securities premium for the Buyback. Further,
capital redemption reserve of ` 13, representing the nominal value of shares bought back, has been created in
accordance with Section 69 of the Companies Act, 2013.
The Buyback commenced on February 12, 2019 and closed on April 11, 2019. The Company bought back an aggregate
of 3,123,963 equity shares, utilizing a total of ` 2,000 (excluding transaction costs of Buyback), which represents
99.99% of the maximum Buyback size.
(E) Details of shares allotted under Associate Stock Option Plans:
(i) 162,120 (March 31, 2018: 162,120) equity shares of ` 5 each fully paid-up was allotted to Infotech ESOP Trust
pursuant to the Infotech Employee Stock Offer Scheme - 1999 (ESOP - 1999).
(ii) 1,650,630 (March 31, 2018: 1,650,630) equity shares of ` 5 each fully paid-up was allotted to associates of the
Company pursuant to the Associate Stock Option Plan - 2001 (ASOP - 2001).
(iii) 2,123,507 (March 31, 2018: 2,123,507) equity shares of ` 5 each fully paid-up was allotted to associates of the
Company pursuant to the Associate Stock Option Plan - 2002 (ASOP - 2002).
(iv) 3,296,545 (March 31, 2018: 3,296,545) equity shares of ` 5 each fully paid-up was allotted to associates of the
Company pursuant to the Associate Stock Option Plan - 2004 (ASOP - 2004).
(v) 990,325 (March 31, 2018: 920,196) equity shares of ` 5 each fully paid-up was allotted to associates of the
Company pursuant to the Associate Stock Option Plan - 2008 (ASOP - 2008).
(F) Details of shares reserved for issue:
(i) Shares aggregating 297,746 and 383,625 as at March 31, 2019 and March 31, 2018 respectively, reserved for
issue under ASOP 2008 scheme.
(ii) Shares aggregating 396,320 and 146,200 as at March 31, 2019 and March 31, 2018, reserved for issue under
ASOP 2015 scheme.
(G) (i) Associate Stock Option Plans:
Infotech Employee Stock Offer Scheme 1999 (ESOP Plan):
In 1998-99, the Company set up the Infotech Employee Stock Offer Scheme (ESOP Plan) and allotted 80,900
equity shares of ` 10 each at a premium of ` 100 per share to the “Infotech ESOP Trust” (“Trust”). The Trust,
on the recommendation of the Management and upon the receipt of full payment upfront transfers the equity
shares in the name of selected employees. The Company modified the ESOP Plan and adjusted the number of
options and exercise price on account of bonus issue and stock split cum bonus issue during 2002-03, 2006-07
Annual Report | 2018-19

and 2010-11 respectively. These equity shares are under lock-in-period (i.e., the date of transfer of the shares
from the Trust to the employee) and it differs from offer to offer. When the employee leaves the Company before
the expiry of the lock-in-period the options allocated to such employee stands transferred to the Trust at a
predetermined price. Hence, the lock-in-period has been considered as the vesting period. However, the Trust
and the Company have a discretionary power to waive the restriction on selling such stock to the Trust.
As at March 31, 2019, 162,120 (March 31, 2018: 162,120) equity shares of ` 5 each have been allotted to the
Infotech ESOP Trust.

197
Associate Stock Option Plan – 2001 (ASOP 2001):
The Company instituted ASOP 2001 in April 2001 and earmarked 225,000 equity shares of ` 10 each for issue to
the employees under ASOP. The Company modified ASOP 2001 and adjusted the number of options and exercise
price on account of stock split cum bonus issue during 2006-07. Under ASOP 2001, options will be issued to
employees at an exercise price, which shall not be less than the market price on the date of grant. These options
vest over a period ranging from one to three years from the date of grant, starting with 10% at the end of first
year, 15% at the end of one and half years, 20% after two years, 25% at the end of two and half years and 30% at
the end of third year.
As at March 31, 2019, 1,650,630 (March 31, 2018: 1,650,630) equity shares of ` 5 each have been allotted to the
associates under ASOP 2001 plan and there are no outstanding options to be exercised by the employees.
Associate Stock Option Plan – 2002 (ASOP 2002):
The Company instituted ASOP 2002 in October 2002 and earmarked 575,000 equity shares of ` 10 each for
issue to the employees under ASOP. The Company modified ASOP 2002 and adjusted the number of options
and exercise price on account of stock split cum bonus issue during 2006-07. Under ASOP 2002, options will be
issued to employees at an exercise price, which shall not be less than the market price on the date of grant. These
options vest over a period ranging from one to three years from the date of grant, starting with 10% at the end
of first year, 15% at the end of one and half years, 20% after two years, 25% at the end of two and half years and
30% at the end of third year.
As at March 31, 2019, 2,123,507 (March 31, 2018: 2,123,507) equity shares of ` 5 each have been allotted to the
associates under ASOP 2002 plan and there are no outstanding options to be exercised by the employees.
Associate Stock Option Plan – 2004 (ASOP 2004):
The Company instituted ASOP 2004 in October 2004 and earmarked 1,150,000 equity shares of `10 each for
issue to the employees under ASOP. The Company modified ASOP 2004 and adjusted the number of options
and exercise price on account of stock split cum bonus issue during 2006-07. Under ASOP 2004, options will be
issued to employees at an exercise price, which shall not be less than the market price on the date of grant. These
options vest over a period ranging from one to three years from the date of grant, starting with 10% at the end
of first year, 15% at the end of one and half years, 20% after two years, 25% at the end of two and half years and
30% at the end of third year.
As at March 31, 2019, 3,296,545 (March 31, 2018: 3,296,545) equity shares of ` 5 each have been allotted to the
associates under ASOP 2004 plan and there are no outstanding options to be exercised by the employees.
Associate Stock Option Plan – 2008 (ASOP 2008):
The Company instituted ASOP 2008 in July 2008 and earmarked 1,000,000 equity shares of ` 5 each for issue to
the employees under ASOP. The Company modified ASOP 2008 and adjusted the number of options and exercise
price on account of bonus issue 1:1 during Financial year 2010-11. Under ASOP 2008, options will be issued to
employees at an exercise price, which shall not be less than the market price on the date of grant. These options
vest over a period ranging from one to three years from the date of grant, starting with 10% at the end of first
year, 15% at the end of one and half years, 20% after two years, 25% at the end of two and half years and 30% at
the end of third year.
Movements in stock options during the year
ASOP 2008
For the yeard ended For the yeard ended
March 31, 2019 March 31, 2018
Particulars Weighted Weighted
No. of No. of
average ex- average ex-
Options Options
ercise price ercise price
Options outstanding at the beginning of the year 383,625 430 318,787 397
Granted - - 108,000 516
Forfeited (15,750) 213 (13,500) 487
Exercised (70,129) 287 (29,662) 303
Annual Report | 2018-19

Options outstanding at the end of year 297,746 482 383,625 430

Out of the total outstanding options, 147,000 (March 31, 2018: 181,000) options pertain to options granted to
the associates of subsidiary companies.
As at March 31, 2019, 990,325 (March 31, 2018: 920,196) equity shares of ` 5 each have been allotted to the
associates under ASOP 2008 plan. Accordingly, options (net of cancellations) for a total number of 297,746
(March 31, 2018: 383,625) are outstanding as at March 31, 2019.

198
Associate Stock Option Plan – 2015 (ASOP 2015):
The Company instituted ASOP 2015 in July 2015 and earmarked 1,200,000 equity shares of ` 5 each for issue to
the employees under ASOP. Under ASOP 2015, options will be issued to employees at an exercise price, which
shall not be less than the market price on the date of grant. These options vest over a period ranging from one to
three years from the date of grant, starting with 10% at the end of first year, 15% at the end of one and half years,
20% after two years, 25% at the end of two and half years and 30% at the end of third year.
Movements in stock options during the year
ASOP 2015
For the yeard ended For the yeard ended
March 31, 2019 March 31, 2018
Particulars Weighted Weighted
No. of No. of
average ex- average ex-
Options Options
ercise price ercise price
Options outstanding at the beginning of the year 146,200 583 - -
Granted 264,000 693 146,200 583
Forfeited (13,880) 609 - -
Exercised - - - -
Options outstanding at the end of year 396,320 655 146,200 583
Out of the total outstanding options, 117,150 (March 31, 2018: 50,530) options pertain to options granted to the
associates of subsidiary companies.
As at March 31, 2019, Nil (March 31, 2018: Nil) equity shares of ` 5 each have been allotted to the associates
under ASOP 2015 plan. Accordingly, options (net of cancellations) for a total number of 396,320 (March 31, 2018:
146,200) are outstanding as at March 31, 2019.
(ii) Restricted Stock Unit Scheme 2016 (RSU 2016):
The Company has instituted the RSU 2016 scheme earmarking 650,000 equity shares of ` 5 each which
provided for the grant of restricted stock units (RSUs) to eligible employees of the Company. The Board of
Directors recommended the establishment of the plan on October 13, 2016 and the shareholders approved the
recommendation of the Board of Directors on December 12, 2016 through a postal ballot. The RSUs will vest over
a period of one year from the date of grant. Under the scheme, eligible employees were given an option to choose
the RSUs either in the form of equity shares or in cash.
On March 31, 2017, the Company made a grant of 637,476 restricted stock units to eligible employees out of which
423,892 RSUs were designated as equity settled and 213,584 RSUs were designated as cash settled. Accordingly,
as at March 31, 2017 an amount of ` 174 has been presented under ‘Stock Option Reserve’ representing the
equity settlement and ` 87 has been presented under ‘trade payables’ representing expected cash settlement.
Subsequent increase in the liability on account of fair valuation of cash settled RSUs resulted in a closing cash
settlement of ` 116 as at March 31, 2018 and the same was accounted as “employee benefits expense”. These
RSUs’ fully vested as on March 31, 2018.
During the year, the Company has discharged the cash, as well as equity settled RSUs at an exercise price of ` 5
per share.
Movement in Restricted Stock Units during the year
RSU 2016 Plan
For the yeard ended For the yeard ended
March 31, 2019 March 31, 2018
Particulars Weighted Weighted
No. of RSUs average ex- No. of RSUs average ex-
ercise price ercise price
RSU outstanding at the beginning of the year 556,332 5 637,476 5
Granted - - - -
Forfeited (8,512) 5 (81,144) 5
Annual Report | 2018-19

Exercised (547,820) 5 - -
RSU outstanding at the end of year* - - 556,332 5
*includes Nil (March 31, 2018: 169,260) RSUs to be settled in cash. Of the total exercised RSU’s, 169,260 RSUs have been settled
in cash and balance have been settled in equity.

199
(iii) Fair value of share options granted during the year
The weighted average fair value of the share options during the year is ` 166.48 - ` 194.03 (2017-18: ` 144.2
- ` 160.8). Options and RSUs were priced using Black Scholes pricing model. Where relevant, the expected life
used in the model has been adjusted based on management’s best estimate for the eﬀects of non-transferability,
exercise restrictions, and behavioral considerations. Expected volatility is based on the historical share price
volatility over the past years.
The following assumptions were used for calculation of fair value of grants:
Black-Scholes Model
Particulars
March 31, 2019 March 31, 2018
a) ASOP 2008
Exercise price (`) 184 - 559 184 - 559
Grant date share price (`) 185 - 531.5 185 - 531.5
Dividend yield (%) 1.53 - 2.64 1.53 - 2.64
Expected volatility (%) 28.66 - 65.53 28.66 - 65.53
Risk-free interest (%) 6.41 - 8.4 6.41 - 8.4
Expected term (in years) 3-4 3-4
b) RSU 2016
Exercise price (`) - 5
Grant date share price (`) - 467.5
Dividend yield (%) - 1.6
Expected volatility (%) - 24.4
Risk-free interest (%) - 6.3
Expected term (in years) - 1
c) ASOP 2015
Exercise price (`) 583 - 741 583
Grant date share price (`) 590.2 - 734.95 582.6
Dividend yield (%) 1.7 - 1.9 2.4
Expected volatility (%) 29.82 - 32.2 28.66 - 31.00
Risk-free interest (%) 6.9-7.9 7.4 - 7.52
Expected term (in years) 3-4 3-4

(iv) Share Options exercised during the year

No. of options Share price at
Series Year Exercise date*
exercised exercise date
Associate Stock Option Plan – 2008 (ASOP 2008) 2018-19 70,129 May to December 617.95 - 806.4
Restricted Stock Unit Scheme 2016 (RSU 2016) 2018-19 378,560 May to October 687.15 - 806.4
Associate Stock Option Plan – 2008 (ASOP 2008) 2017-18 29,662 June to February 509 - 630
*Allotment happened at various dates during that period

13. Other equity

As at
Particulars
March 31, 2019 March 31, 2018
(a) Capital reserve
(i) Opening balance 32 32
(ii) Additions due to Business Combination (refer note 33) 3 -
Annual Report | 2018-19

35 32
(b) Capital redemption reserve
(i) Opening balance - -
(ii) Appropriation from general reserve upon Buyback of equity 13 -
shares (refer note 12)
13 -
200
As at
Particulars
March 31, 2019 March 31, 2018
(c) Securities premium
(i) Opening balance 3,863 3,850
(ii) Options exercised 179 4
(iii) Premium received on allotment of shares 20 9
(iv) Amount paid upon for Buyback (1,655) -
(v) Transaction costs relating to Buyback (27) -
2,380 3,863
(d) General reserve
(i) Opening balance 5,155 5,155
(ii) Transfer to capital redemption reserve upon Buyback of equity (13) -
shares
5,142 5,155
(e) Stock option reserve
(i) Opening balance 221 206
(ii) Stock option expense 29 19
(iii) Options exercised (179) (4)
71 221
(f ) Cash flow hedge reserve
(i) Opening balance (29) 327
(ii) Eﬀective portion of gain/(loss) on designated portion of hedging 303 (356)
instruments (net of tax)
274 (29)
(g) Foreign currency translation reserve
(i) Opening balance 549 223
(ii) Additions / (deductions) (net) 67 326
(iii) Impact on dissolution of subsidiary (refer note 36(a)) 24 -
640 549
(h) Retained earnings
(i) Opening balance 13,584 11,433
(ii) Profit for the year attributable to the shareholders of the Company 4,785 4,054
(iii) Other comprehensive income arising out of remeasurement of (52) (6)
defined benefit obligation (net of taxes)
(iv) Transfer of gain to retained earnings on disposal of equity 109 -
instruments through OCI
(v) Net impact on settlement of gross obligation to acquire (191) -
non-controlling interest (refer note 14)
(vi) Net impact on acquisition of non-controlling interest (refer note 14) (451) -
17,784 15,841
Less: Appropriations
(a) Dividend on equity shares (refer note 38) (1,130) (1,576)
(b) Dividend distribution tax (139) (321)
16,515 13,584
(i) Equity instruments through other comprehensive income
Annual Report | 2018-19

(refer note 6(i)(a))

(i) Opening balance 117 -
(ii) Increase in fair value of equity instruments (net of tax) 11 117
(iii) Transfer of gain to retained earnings on disposal of equity (109) -
instruments through OCI
19 117

201
As at
Particulars
March 31, 2019 March 31, 2018
(j) Gross obligation liability to acquire non-controlling interest
(refer note 14 (ii))
(i) Opening balance (616) (616)
(ii) Net impact on settlement of gross obligation to acquire 616 -
non-controlling interest
- (616)
Total 25,089 22,876
Nature of reserves:
(a) Capital reserve
Represents the gain on bargain purchase on business acquisitions and other additions from components.
(b) Capital redemption reserve
Represents the nominal value of equity shares bought back pursuant to Buyback in accordance with Section 69 of the
Companies Act, 2013.
(c) Securities premium
Amounts received on issue of shares in excess of the par value has been classified as securities premium. The reserve
is utilised in accordance with the provisions of the Companies Act, 2013.
(d) General reserve
Represents appropriation of profit by the Group. General reserve is appropriated for the creation of capital redemp-
tion reserve on Buyback of equity shares pursuant to section 69 of the Companies Act, 2013.
(e) Stock option reserve
The stock option reserve is used to record the value of equity-settled share based payment transactions with employ-
ees. The amounts recorded in this account are transferred to securities premium upon exercise of stock options by
employees.
(f ) Cash flow hedge reserve
Represents effective portion of gain and loss on designated portion of hedging instruments in a cash flow hedge, net
of tax.
(g) Foreign currency translation reserve
Exchange difference relating to the translation of the Group’s foreign operations from their functional currencies to
the Company’s presentation currency are recognised directly in other comprehensive income and accumulated in the
foreign currency translation reserve.
(h) Retained earnings
(i) Retained earnings comprises of prior years’ undistributed earnings after taxes along with current year profit, net
of dividends declared and dividend distribution tax thereon.
(ii) Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. These are presented within
retained earnings.
(iii) Gain or loss on disposal of equity instruments designated at fair value through other comprehensive income is
reclassified to retained earnings.
(iv) Net difference between the consideration paid for the acquisition of non-controlling interests and its respective
carrying value is recognised in retained earnings.
(i) Equity instruments through OCI
Represents the cumulative gains and losses arising on fair valuation of the equity instruments measured at fair value
through OCI, net of amounts reclassified to retained earnings when the investments have been disposed off.
(j) Gross obligation liability to acquire non-controlling interest
Annual Report | 2018-19

Represents the put option held by non-controlling interests recognised at present value of redemption amount.

202
14. Non-controlling Interests (‘NCI’)
As at
Particulars
March 31, 2019 March 31, 2018
Balance at beginning of the year 3 26
Total comprehensive loss for the year attributable to NCI (15) (24)
Net impact on acquisition of non-controlling interest (9) -
Other adjustments 2 1
Balance at end of the year (19) 3

Details of subsidiaries with the non-controlling interests:

Place of incorpor-
Name of the subsidiary ation and principal Non-controlling interests
place of business
March 31, 2019 March 31, 2018
Cyient Insights Private Limited (refer note (i) below) India - 49%
Cyient DLM Private Limited (refer note (ii) below) India - 26%
Cyient Solutions and Systems Private Limited (refer India 49% -
note (iii) below)

(i) Acquisition of NCI in Cyient Insights Private Limited

On May 15, 2018, the Group acquired the balance 49% share of non-controlling interest in Cyient Insights Private
Limited, increasing its ownership interest to 100%. Consideration of ` 35 was paid to the non-controlling shareholders.
The carrying value of the non-controlling interest acquired at the date of acquisition was ` 123. Upon acquisition of
the balance 49% share in Cyient Insights Private Limited, the diﬀerence between the consideration paid and carrying
value of the non-controlling interest of ` 158 is adjusted to retained earnings.
(ii) Acquisition of NCI in Cyient DLM Private Limited
The Company acquired 74% of the share capital of Cyient DLM Private Limited on February 4, 2015. According to
conditions stipulated in the Investment Agreement, the selling shareholders have “put option” over 26% shareholding
at any time after March 31, 2017 until July 29, 2019 for a consideration equal to their proportion of the equity value of
Cyient DLM Private Limited.
Pursuant to the Investment agreement & amendments thereto, the Company acquired the non-controlling interest of
26% for a gross obligation of ` 425. Accordingly, the reduction in carrying value of gross obligation liability outstanding
by ` 135 is recognised in ‘other income’ under ‘gain on fair valuation of financial liability’. Net impact of ` 293, being
excess of consideration paid to non-controlling interest taken over was adjusted to retained earnings.
(iii) Cyient Solutions and Systems Private Limited (CSSPL)
During the previous year, the Company subscribed to 49% share capital in CSSPL, which was consolidated as an
associate under Ind AS 28 ‘Investments in Associates and Joint Ventures’. On March 26, 2018, the Company acquired
the balance 51% share capital in CSSPL which resulted in a goodwill of ` 3 and as at March 31, 2018.
On April 11, 2018, CSSPL entered into a share purchase agreement with Bluebird Aero Systems Limited (“Bluebird”),
wherein Bluebird acquired 49% shareholding in CSSPL. The Company continues to consolidate CSSPL as a subsidiary.

Annual Report | 2018-19

203
15 Borrowings
As at
Particulars
March 31, 2019 March 31, 2018
Non -current
Unsecured - at amortised cost
Term loans from other parties - 44
Secured - at amortised cost
Term loans from banks 1,116 586
Total 1,116 630
Current
Secured - at amortised cost
Working capital loans from banks 2,137 1,780
Total 2,137 1,780
Total borrowings 3,253 2,410
*Current maturities of non-current borrowings have been disclosed under the head ‘other current financial liabilities’ (refer note 16).
Summary of borrowings arrangements
15.1 Cyient DLM Private Limited:
Term loans:
Nature of security & terms of repayment :
(i) Nature of security:
Term loans are borrowed from State Bank of India and HDFC Bank Limited, and are secured by:
i. First pari-passu charge on all existing and future fixed assets of the borrower, to be shared with existing term
lenders.
ii. Second pari-passu charge on current assets and other movable asset of the Company.
iii. Guarantees: Corporate Guarantee from Cyient Limited
(ii) Terms of repayment:
a. Term loan - ` 90 (State Bank of India):
Outstanding balance as at March 31, 2019 is ` Nil. Repayable in 60 monthly installments commencing from
November 2014. Rate of interest 11.55% p.a. Outstanding balance as at March 31, 2018 is ` 29.
b. Term loan - ` 150 (HDFC):
Outstanding balance as at March 31, 2019 is ` 54. Repayable in 54 monthly equated installments commencing
from March 2016. Rate of interest 9.65% p.a. Outstanding balance as at March 31, 2018 is ` 91.
Working capital loans:
(i) State Bank of India:
Loan outstanding balance as on March 31, 2019 is ` 335 (March 31, 2018: ` 299). This loan is secured by a corporate
guarantee from Cyient Limited.
Primary Security: Hypothecation of entire stock of raw materials/stock in process/finished goods, Receivables / Book
Debts and other current assets on pari-passu first charge basis.
Collateral Security: Hypothecation of unencumbered Plant and Machinery on pari-passu first charge basis.
(ii) HDFC Bank :
Loan outstanding balance as on March 31, 2019 is ` 830 (March 31, 2018: ` 578). This loan is secured by a corporate
Annual Report | 2018-19

guarantee from Cyient Limited.

Primary Security: Current Assets - Pari-passu charge on Current assets
Security: Movable Fixed Assets - Pari-passu charge on Movable fixed assets of the Company.
(iii) Citibank :
Loan outstanding balance as on March 31, 2019 is ` Nil (March 31, 2018: ` 147). This loan is secured by a corporate
guarantee from Cyient Limited.
204
Security: First pari-passu charge on present and future current assets including stock and book debts of Cyient DLM
Private Limited. Second pari-passu charge on fixed assets of the borrower.
(iv) ICICI Bank :
Loan outstanding balance as on March 31, 2019 is ` Nil (March 31, 2018: ` 99). This loan is secured by a corporate
guarantee from Cyient Limited.
Security: Hypothecation of all moveable assets (fixed and current assets) of Cyient DLM Private Limited including
book debts; receivables by way of first pari-passu charge on current assets and second pari-passu charge on movable
fixed assets of Cyient DLM Private Limited, both present and future.
15.2 Cyient Singapore Private Limited:
Term loan:
Cyient Singapore Private Limited availed a term loan of ` 238 (USD 3,600,000) taken from HSBC Bank on August 31, 2015
repayable in quarterly installments over a period of four years. Interest rate on the term loan is 3 months LIBOR p.a payable
quarterly. Amount outstanding as on March 31, 2019 ` 42 (USD 600,000) (March 31, 2018: ` 117 (USD 1,800,000)). To cover
the fluctuations in LIBOR, Cyient Singapore Private Limited has entered into an interest SWAP agreement with HSBC Bank
to convert the floating rate into a fixed rate. Accordingly, the interest and swap charges payable on this term loan has been
fixed at 1.35% per annum. This loan from HSBC Bank, Singapore is secured by a standby letter of credit from HSBC Bank,
India which in turn, is secured by a corporate guarantee from Cyient Limited.
15.3 Cyient Inc.:
Term loans:
(a) Cyient Inc. availed a term loan of ` 601 (USD 10,000,000) taken from HSBC Bank on April 1, 2014 repayable in quarterly
installments over a period of 4 years. Interest Rate on the term loan is LIBOR+1.25% p.a payable monthly. Amount
outstanding as on March 31, 2019 ` Nil (March 31, 2018 ` 41 (USD 6,25,000)). To cover the fluctuations in LIBOR,
Cyient Inc. has entered into an Interest SWAP agreement with HSBC Bank to convert the floating rate into a fixed rate.
Accordingly, the interest and swap charges payable on this term loan has been fixed at 2.2825% per annum. This loan
from HSBC Bank, USA is secured by a standby letter of credit from HSBC Bank, India which in turn, is secured by a
corporate guarantee from Cyient Limited. During the year, Cyient Inc. has repaid the outstanding loan as on March 31,
2018.
(b) Cyient Inc. availed a term loan of ` 349 (USD 5,500,000) taken from HSBC Bank on May 21, 2015 repayable in quarterly
installments over a period of 3 years. Interest Rate on the term loan is LIBOR+1.25% p.a payable monthly. Amount
outstanding as on March 31, 2019 ` Nil (March 31, 2018: ` 36 (USD 550,000)). To cover the fluctuations in LIBOR,
Cyient Inc. has entered into an Interest SWAP agreement with HSBC Bank to convert the floating rate into a fixed
rate. Accordingly, the interest and swap charges payable on this term loan has been fixed at 2.175% per annum. This
loan from HSBC Bank, USA is secured by a standby letter of credit from HSBC Bank, India which in turn, is secured by a
corporate guarantee from Cyient Limited. During the year, Cyient Inc. has repaid the outstanding loan as on March 31,
2018.
(c) Cyient Inc. availed a term loan of ` 268 (USD 4,000,000) taken from HSBC Bank on Feb 08, 2017 repayable in quarterly
installments over a period of 4 years. Interest Rate on the term loan is LIBOR+1.50% p.a payable monthly. Amount
outstanding as on March 31, 2019 ` 138 (USD 2,000,000) (March 31, 2018: ` 195 (USD 3,000,000)). To cover the
fluctuations in LIBOR, Cyient Inc. has entered into an Interest SWAP agreement with HSBC Bank to convert the
floating rate into a fixed rate. Accordingly, the interest and swap charges payable on this term loan has been fixed at
2.503% per annum. This loan from HSBC Bank, USA is secured by a standby letter of credit from HSBC Bank, India
which in turn, is secured by a corporate guarantee from Cyient Limited.
(d) Cyient Defense Services Inc. (wholly owned subsidiary of Cyient Inc.) availed a term loan of ` 191 (USD 3,000,000)
taken from HSBC Bank on January 23, 2018 repayable in quarterly installments over a period of 4 years. Interest Rate
on the term loan is LIBOR+1.00% p.a payable monthly on a floating basis. Amount outstanding as on March 31, 2019
` 156 (USD 2,250,000) (March 31, 2018: ` 195 (USD3,000,000)). To cover the fluctuations in LIBOR, Cyient Inc. has
entered into an Interest SWAP agreement with HSBC Bank to convert the floating rate into a fixed rate. Accordingly, the
interest and swap charges payable on this term loan has been fixed at 3.3190% per annum. This loan from HSBC Bank,
USA is secured by a standby letter of credit from HSBC Bank, US which in turn, is secured by a corporate guarantee
Annual Report | 2018-19

from Cyient Inc.

(e) During the year, Cyient Inc has received financial assistance in the form of loan of ` 35 (USD 500,000) from ‘The
Connecticut Department of Economics and Community Development’ (DECD) at interest rate of 2.5% for a term
of 10 years and repayble in monthly installments, as a part of Cyient Inc’s. project in East Hartford, Connecticut,
USA (“Assistance agreement”). Cyient Inc. may be eligible for a principal loan forgiveness of USD 200,000 based on
creation of 85 new jobs and retention of 456 existing jobs at a specified average salary and retaining the same for 24
consecutive months. Cyient Inc. is required to use the loan funds for the acquisition of machinery and equipment. As at
205
March 31, 2019, Cyient Inc. is in the process of meeting specified terms and conditions of the assistance agreement.
Loan outstanding as on March 31, 2019 ` 33 (USD 478,452).
Working capital loans:
(a) During the year, Cyient Inc. has borrowed working capital loan aggregating ` 671 (USD 9,700,000) which is outstanding
as at March 31, 2019 and secured by a stand by letter of credit from HSBC Bank, India. Cyient Limited has provided
corporate guarantee for this borrowing. Amount outstanding as at March 31, 2018 of ` 423 (USD 6,500,000) has been
repaid during the year.
(b) During the previous year, Cyient Inc. has borrowed current loans aggregating ` 354 (USD 5,500,000) and repaid the
same before the end of the financial year under a line of credit arranged with HSBC Bank. This loan is secured by a stand
by letter of credit from HSBC Bank, India which in turn is secured by a corporate guarantee from Cyient Limited.
15.4 Cyient Europe Limited:
Term loans:
(a) Cyient Europe Limited availed a term loan of ` 929 (EUR 11,500,000) taken from HSBC Bank on April 30, 2018 repayable
in quarterly installments over a period of 5 years and repayment will start from second year onwards. Interest Rate
on the term loan is EURIBOR+0.78% p.a. payable quarterly. Amount outstanding as on March 31, 2019 ` 886 (EUR
11,500,000). This loan from HSBC Bank, UK is secured by a standby letter of credit from HSBC Bank, India which in turn,
is secured by a corporate guarantee from Cyient Limited.
(b) Cyient Europe Limited availed a term loan of ` 324 (USD 5,000,000) taken from HSBC Bank on October 24, 2017
repayable in quarterly installments over a period of 4 years. Interest Rate on the term loan is LIBOR+1.15% p.a. payable
quarterly. Amount outstanding as on March 31, 2019 ` 238 (USD 3,437,500) (March 31, 2018: ` 304 (USD 4,687,500)).
This loan from HSBC Bank, UK is secured by a standby letter of credit from HSBC Bank, India which in turn, is secured
by a corporate guarantee from Cyient Limited.
Short term loan:
Cyient Europe Limited borrowed short term loans aggregating ` 145 (GBP 1,600,000) (March 31, 2018: ` 146 (GBP
1,600,000)) from Citibank. This loan is secured by a corporate guarantee from Cyient Limited.
15.5 Cyient GmbH:
Short term loan:
Cyient GmbH borrowed a short term loan aggregating ` 156 (March 31, 2018: ` 88) from HSBC Bank. This loan is secured
by a corporate guarantee from Cyient Limited.
15.6 Loan from others of Cyient Insights Private Limited:
Unsecured loans availed from others and outstanding as at March 31, 2019: ` Nil (March 31, 2018: ` 44).
16. Other financial liabilities
As at
Particulars
March 31, 2019 March 31, 2018
Non-current
Liability towards acquisition of business (refer note (i) below) 696 352
Security deposits 1 1
Total 697 353
Current
Current maturities of non-current borrowings 431 422
Capital creditors 38 42
Derivative instruments designated in a hedging relationship 3 118
Gross obligation liability to acquire non-controlling interests - 560
(refer note (ii) below)
Liability towards acquisition of business (refer note (i) below) 266 69
Annual Report | 2018-19

Interest accrued 9 4
Unpaid dividends 22 14
Payable towards Buyback of shares 53 -
Others 52 27
Total 874 1,256
Total other financial liabilities 1,571 1,609

206
Note:
i) The Group has certain outstanding liabilities to previous shareholders of acquired entities payable on meeting certain
critiera defined within acquisition agreements:

Payable As at
Acquisition of
by March 31, 2019 March 31, 2018
Cyient AnSem NV
Europe Non-current 449 -
Limited Current 197 -
(Payable after May 31, 2019 through May 30, 2021)

B&F Design Inc.

Non-current 126 177
Current 69 -
(Payable after March 31, 2019 through April 30, 2021)

Cyient Certon Software Inc.

Inc. Non-current 121 175
Current - 65
(During the year, an amount of ` 67 has been paid as
deferred consideration and ` 69 has been written back to
consolidated statement of profit & loss, in other income
(refer note 22). The remaining contingent consideration is
payable through May 31, 2020)

Optimal Design Solutions Pty Limited

Cyient Current - 4
Australia (During the year, an amount of ` 4 (March 31, 2018: ` 27) has
Pty been paid as final settlement and the remaining ` Nil (March
Limited 31, 2018: ` 68) has been written back to consolidated
statement of profit & loss)
(ii) Pursuant to the Investment agreement and amendments thereto, the Company acquired the non-controlling interest
of 26% for a gross obligation of ` 425. Accordingly, the reduction in carrying value of gross obligation liability outstanding
(` 560) by ` 135 is recognised in ‘other income’ under ‘gain on fair valuation of financial liability’. (refer note 22).
17. Provisions
As at
Particulars
March 31, 2019 March 31, 2018
Gratuity (refer note (i) below) 716 563
Compensated absences (refer note (ii) below) 707 541
Other provisions 3 3
Total 1,426 1,107
Non-current:
Gratuity 692 554
Compensated absences 445 324
Total non-current provisions 1,137 878
Current:
Annual Report | 2018-19

Gratuity 24 9
Compensated absences 262 217
Other provisions 3 3
Total current provisions 289 229

207
Note:
Employee benefit plans:
The employee benefit schemes are as under:
Defined Benefit Plans
(i) Gratuity:
In accordance with the ‘Payment of Gratuity Act, 1972’ of India, the Company and two of its subsidiaries provide for
gratuity, a defined retirement benefit plan (the ‘Gratuity Plan’) covering eligible employees. Liabilities with regard
to such gratuity plan are determined by an independent actuarial valuation and are charged to the Consolidated
Statement of Profit and Loss in the period determined. The gratuity plan is administered by the Company’s own trust
which has subscribed to the “Group Gratuity Scheme” of Life Insurance Corporation of India.
The present value of the defined benefit obligation (DBO), and the related current service cost and past service cost,
were measured using the projected unit credit method.

Principal assumptions used for the As at As at

purposes of the actuarial valuation March 31, 2019 March 31, 2018
Discount Rate (%) 7.10% - 7.60% 7.29% - 8.00%
Salary Increase rate (%) 6.00% - 12.00% 6.00% - 12.00%
Attrition (%) 8.00% - 17.00% 8.00% - 17.00%
Mortality Table IALM (2006-08) Ultimate IALM (2006-08) Ultimate
Retirement age 58 - 60 years 58 - 60 years

The following table sets out the defined benefit costs as per actuarial valuation for the Company and its subsidiaries in
India:
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Amounts recognised in consolidated statement of profit and loss in
respect of these defined benefit plans
Current service cost 99 88
Past service cost - 17
Total service cost (A) 99 105
Interest expense on Defined Benefit Obligation 48 39
Interest income on plan assets (11) (10)
Net interest cost (B) 37 29
Defined benefit cost recognised in consolidated statement of profit 136 134
and loss (A)+(B)

Remeasurement eﬀects recognised in other comprehensive income

Actuarial gain due to demographic assumptions change in defined 10 -
benefit obligation
Actuarial gain due to financial assumptions change in defined benefit (9) (11)
obligation
Actuarial loss due to experience on defined benefit obligation 67 18
Return on plan assets less than discount rate 2 -
Components of defined benefit costs recognised in other 70 7
comprehensive income
Total gratuity cost 206 141
The amount included in the balance sheet arising from the entity’s obligation in respect of its defined benefit plans is
Annual Report | 2018-19

as follows:
As at As at
Particulars
March 31, 2019 March 31, 2018
Present value of funded defined benefit obligation 862 715
Fair value of plan assets (146) (152)
Net liability arising from defined benefit obligation 716 563

208
Movement in the present value of the defined benefit obligation:
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Projected benefit obligation at the beginning of the year 715 619
Current service cost 99 88
Past service cost - 17
Interest cost 48 39
Actuarial loss 68 7
Payments (68) (55)
Defined benefit obligation at the end of the year 862 715
Change in Plan assets
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Plan assets at the beginning of the year 152 142
Return on plan assets 11 10
Employer contribution 53 55
Payments (68) (55)
Return on plan assets less than discount rate (2) -
Plan assets at the end of the year 146 152
The estimates of future salary increases considered in the actuarial valuation take account of price inflation, seniority,
promotion and other relevant factors such as demand and supply in the employment market. The discount rate is
based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated
term of the obligation.
Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have aﬀected the defined benefit obligation by the amounts shown below:
As at March 31, 2019 As at March 31, 2018
Particulars
Increase Decrease Increase Decrease
Discount rate (1% movement) (41) 44 (33) 36
Future salary growth (1% movement) 44 (40) 32 (29)

Maturity profile of defined benefit obligation:

As at
Particulars
March 31, 2019 March 31, 2018
Within 1 year 142 121
1-2 year 131 110
2-3 year 118 103
3-4 year 109 92
4-5 year 100 85
5-10 year 340 287
The expected contribution to the plan for the year ended March 31, 2020 is ` 142.
Composition of plan assets
Plan assets comprise of 100% insurer managed funds. Fund is managed by Life Insurance Corporation of India as per
Insurance Regulatory and Development Authority of India (IRDA) guidelines, category wise composition of the plan
Annual Report | 2018-19

assets is not available.

209
(ii) Assumptions for compensated absences
a) Compensated absences – India and domestic subsidiaries:
Actuarial assumptions for long-term As at As at
compensated absences March 31, 2019 March 31, 2018
Discount rate 7.10% - 7.60% 7.29% - 7.40%
Salary escalation 6.00% - 12.00% 6.00% - 12.00%
Attrition 8.00% - 17.00% 8.00% - 17.00%

b) Compensated absences – Overseas branches and subsidiaries:

Actuarial assumptions for long-term As at As at
compensated absences March 31, 2019 March 31, 2018
Discount rate 0.05% - 4.00% 1.45% - 4.20%
Expected return on plan assets NA NA
Salary escalation 2.00% - 3.00% 2.00% - 3.00%
Attrition 5.00% - 15.00% 5.00% - 15.00%

The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of the
employees at year-end as per Company’s policy. The value of such leave balance eligible for carry forward, is
determined by an independent actuarial valuation and charged to consolidated statement of profit and loss in
the period determined.
The estimates of future salary increases considered in the actuarial valuation take account of price inflation,
seniority, promotion and other relevant factors such as demand and supply in the employment market. The
discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet
date for the estimated term of the obligation.
c) Long Service Leave – Australia:
The regulations of long service leave are applicable to the associates of the Company employed at its Australia
Branch and subsidiary. The accrual of long service leave is in addition to the compensated absences to which the
associates are entitled to. These long service leaves are dependent on the tenure of the employee with the same
employer and are regulated by respective state laws.
18. Income taxes
18.1 Tax Expense
A. Income tax expense/(benefit) recognised in the consolidated statement of profit and loss
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Current tax:
In respect of the current year 1,512 1,543
In respect of prior years - (50)
1,512 1,493
Deferred taxes expense/(benefit):
In respect of the current year 23 (112)
MAT credit (108) (1)
(85) (113)
Total 1,427 1,380

B. Income tax expense/(benefit) recognised in other comprehensive income

For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Annual Report | 2018-19

Income tax expense/(benefit) recognised directly in equity consists of:

Tax effect on remeasurements of the net defined benefit liability 17 1
Tax effect on equity instrument through other comprehensive income (3) (49)
Tax effect on effective portion of hedging instruments in a cash flow (164) 187
hedge
Total (150) 139

210
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Bifurcation of the income tax recognised in other comprehensive
income into:
Items that will not be reclassified to consolidated statement of 14 (48)
profit and loss
Items that may be reclassified to consolidated statement of profit (164) 187
and loss
Total (150) 139
C. Reconciliation of effective tax rate
The following is the reconciliation of the Group’s effective tax rate for the year ended March 31, 2019 and 2018:
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Profit before tax 6,198 5,411
Enacted rate in India 34.94% 34.61%
Computed expected tax expense 2,166 1,873
Effect of income exempt from tax (841) (506)
Effect of expenses that are not deductible in determining taxable profit 44 118
Deferred tax asset (‘DTA’) not considered on tax losses during the year/ 176 24
reversal of DTA recognised in earlier years
Capital gain on sale of investment and dividend from subsidiary taxed (68) -
at lower rate
Effect of different tax rates of subsidiaries operating in other jurisdictions (28) (92)
Recognition of deferred tax assets on unused tax losses - (55)
Effect of deemed repatriation of foreign subsidiaries (refer note (i) - 22
below)
Effect of changes in income tax rates - (66)
Others (22) 62
Income tax expense 1,427 1,380
Effective tax rate 23.02% 25.50%
Notes:
(i) During the previous year, In accordance with the Tax Cuts and Jobs Act of 2017 enacted in United States of
America, tax on deemed repatriation for foreign subsidiaries of Cyient Inc. has been provided for and the liability is
classified under non-current portion of the income tax payable of ` 20 and current portion of income tax payable
of ` 2. During the year, Cyient Inc. repaid the current portion of income tax payable of ` 2.
(ii) The difference between the tax rate enacted in India and the effective tax rate of the Group is primarily on account
of the benefit availed on the profits of the undertakings situated in Special Economic Zones (SEZ). The SEZ units
of the Company which began to provide the services on or after April 1, 2005 are eligible for 100% deduction of
profits and gains derived from export of services for a period of first five years from the year of commencement
of provision of services. For the next five years, they are eligible for deduction of 50% of profits and gains derived
from export of services.

18.2. Deferred tax assets and liabilities

A. The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated balance sheet:
As at
Particulars
March 31, 2019 March 31, 2018
Deferred tax assets 294 321
Annual Report | 2018-19

Deferred tax liabilities (405) (356)

211
B. Movement in deferred tax assets and liabilities :
Recognised in
Recognised in Other
Opening the consolidated Exchange Closing
2018-19 other compre- adjust-
Balance statement of diﬀerence balance
hensive income ments
profit and loss
Deferred tax (liabilities)/assets
in relation to :
Property, plant and equipment & (167) 37 - - (4) (134)
Intangible assets
Provision for doubtful debts 39 38 - - 1 78
Provisions 343 46 17 - 6 412
Financial assets at FVTOCI (49) - (3) - (4) (56)
Unearned revenue (366) (112) - - (10) (488)
Cash flow hedges 15 - (164) - 2 (147)
Carry forward of tax losses 162 (72) - - - 90
MAT credit entitlement - 108 - - - 108
Gain on bargain purchase on (12) - - - - (12)
business combinations
Capital loss - 40 - - (2) 38
Net deferred tax assets/ (35) 85 (150) - (11) (111)
(liabilities)
Recognised in
Recognised in Other
Opening the consolidated Exchange Closing
2017-18 other compre- adjust-
Balance statement of diﬀerence balance
hensive income ments
profit and loss
Deferred tax (liabilities)/assets
in relation to :
Property, plant and equipment & (188) 22 - - (1) (167)
Intangible assets
Provision for doubtful debts 61 (22) - - - 39
Provisions 346 (5) 1 - 1 343
Financial assets at FVTOCI - - (49) - - (49)
Unearned revenue (268) (98) - - - (366)
Cash flow hedges (172) - 187 - - 15
Carry forward of tax losses 97 59 - - 6 162
MAT credit entitlement 91 1 - (92) - -
Gain on bargain purchase on (12) - - - - (12)
business combinations
Investments in associates (156) 156 - - - -
Net deferred tax assets/ (201) 113 139 (92) 6 (35)
(liabilities)
Gross deferred tax assets and liabilities are as follows:
As at March 31, 2019 : Assets Liabilities Net
Deferred tax assets / (liabilities) in relation to:
Property, plant and equipment & Intangible assets (128) (6) (134)
Provision for doubtful debts 50 28 78
Provisions 346 66 412
Financial assets at FVTOCI - (56) (56)
Unearned revenue - (488) (488)
Annual Report | 2018-19

Cash flow hedges (147) - (147)

Carry forward of tax losses 65 25 90
MAT credit entitlement 108 - 108
Gain on bargain purchase on business combinations - (12) (12)
Capital loss - 38 38
Net deferred tax assets/(liabilities) 294 (405) (111)

212
As at March 31, 2018 : Assets Liabilities Net
Deferred tax assets / (liabilities) in relation to:
Property, plant and equipment & Intangible assets (149) (18) (167)
Provision for doubtful debts 25 14 39
Provisions 285 58 343
Financial assets at FVTOCI - (49) (49)
Unearned revenue - (366) (366)
Cash flow hedges 16 (1) 15
Carry forward of tax losses 144 18 162
Gain on bargain purchase on business combinations - (12) (12)
Net deferred tax assets/(liabilities) 321 (356) (35)
18.3. Income tax assets and liabilities
The following is the analysis of income tax assets/(liabilities) presented in the consolidated balance sheet:
As at
Particulars
March 31, 2019 March 31, 2018
Income tax assets, net
Income tax assets (net of provisions ` 5,287 (March 31, 2018: ` 4,786)) 716 755
Income tax liabilities, net
Income tax payable-Current (net of advance ` 3,599 (March 31, 2018: (424) (316)
` 2,842))
Income tax payable - Non-current (refer note (i) above) (20) (20)

19. Other liabilities

As at
Particulars
March 31, 2019 March 31, 2018
Non-current
Unearned revenue - 26
Total - 26

Current
Unearned revenue 216 164
Advance from customers 1,604 433
Statutory remittances 562 630
Others 77 -
Total 2,459 1,227

20. Trade Payables

As at
Particulars
March 31, 2019 March 31, 2018
(i) Total outstanding dues of micro enterprises and small enterprises (refer
13 1
note 37)
(ii) Total outstanding dues of creditors other than micro enterprises and
3,699 3,812
small enterprises*
Total 3,712 3,813
Annual Report | 2018-19

* includes amount payable to its related parties (refer note 32)

213
21. Revenue from contracts with customers
Eﬀective April 1, 2018, the Company adopted Ind AS 115, Revenue from Contracts with Customers using the cummulative
catch-up transition method applied to contracts that were not completed as at April 1, 2018. In accordance with the
cummulative catch-up transition method, the comparitives have not been retrospectively adjusted. The eﬀect of adoption
of Ind AS 115 was not material.
Revenues for the year ended March 31, 2019 and March 31, 2018 are as follows:
For the year ended
Particulars
March 31, 2019 March 31, 2018
Revenue from services 40,579 35,314
Revenue from products 5,596 3,861
Total revenue from operations 46,175 39,175
The Group presents revenue net of indirect taxes in the consolidated statement of profit and loss.

1. Disaggregated revenue information

The table below presents disaggregated revenues from contracts with customers by contract type and geography.
The Group believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of revenues
and cash flows are aﬀected.
For the year ended
Particulars
March 31, 2019 March 31, 2018
Revenues by contract type
Fixed price 14,483 12,414
Time and material 25,826 22,408
Maintenance 270 492
Product sale 5,596 3,861
Total 46,175 39,175
Revenues by Geography
North America 23,535 19,301
Europe 10,894 9,549
Asia Pacific (including India) 11,746 10,325
Total 46,175 39,175
Fixed price:
Fixed price arrangements with customers have defined delivery milestones with agreed scope of work and pricing
for each milestone. Revenue from fixed price contracts, where the performance obligations are satisfied over time
and when there is no uncertainty as to measurement or collectability of consideration, is recognised as per the
‘percentage-of-completion’ method. When there is uncertainty as to measurement or ultimate collectability, revenue
recognition is postponed until such uncertainty is resolved. Percentage of completion is determined based on the
project costs incurred to date as a percentage of total estimated project costs required to complete the project. The
input method has been used to measure the progress towards completion as there is direct relationship between
input and productivity.
Time and material:
Revenue from time and material contracts are recognised as and when services are rendered to the customer. These
are based on the eﬀorts spent and rates agreed with the customer. Revenue from the end of the last invoicing to the
reporting date is recognised as unbilled revenue.
Maintenance:
Annual Report | 2018-19

Revenue from fixed price maintenance contracts are recognised pro-rata over the term of the maintenance
arrangement.
Product sale:
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the
customer, generally on delivery of the products.

214
2. Trade receivables and contract balances

As at As at
Particulars
March 31, 2019 March 31, 2018
Trade receivables 8,137 6,913
Unbilled revenue 3,438 2,774
Unearned revenue 216 190
The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled
revenue. A receivable is a right to consideration that is unconditional upon passage of time. Revenue in excess of
invoicing are classified as contract assets (unbilled revenue) while invoicing in excess of revenue are classified as
contract liabilities (unearned revenues).
Movement in unbilled revenue:

As at As at
Particulars
March 31, 2019 March 31, 2018
Opening balance 2,774 1,823
Add: Revenue recognised during the year 14,307 10,934
Less: Invoiced during the year (13,709) (10,101)
Add: Translation gain 66 118
Closing balance 3,438 2,774
Movement in Unearned revenue:

As at As at
Particulars
March 31, 2019 March 31, 2018
Opening balance 190 267
Less : Revenue recognised during the year (627) (842)
Add: Invoiced during the year but not recognized as revenue 678 739
Add : Translation gain/(loss) (25) 26
Closing balance 216 190
3. Transaction price allocated to the remaining performance obligations
As at As at
Particulars
March 31, 2019 March 31, 2018
Within one year 13,364 12,348
One to three years 2,632 1,002
More than three years - 20
Total 15,996 13,370
The Group has applied practical expedient and has not disclosed information about remaining performance obligations
in contracts, where the original contract duration is one year or less or where the entity has the right to consideration
that corresponds directly with the value of entity’s performance completed to date.
22. Other income
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Interest income on financial assets carried at amortised cost:
Deposits with banks and financial institutions 526 423
Other interest income 29 82
555 505
Annual Report | 2018-19

Dividend income
Dividend from mutual funds 53 42
Dividend from equity instruments 2 -
55 42

215
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Other non-operating income
Liabilities no longer required, written back (refer note 16 (i)) 53 167
Export incentives (refer note below) 519 -
Miscellaneous income 117 104
689 271
Other gain and loss
Foreign exchange gain (net) 95 116
Exchange (loss)/ gain on foreign currency forward contracts (net) (189) 548
Gain on fair valuation of financial liability (refer note 16(ii)) 135 37
41 701
Total 1,340 1,519
Note:
Government grant accruing to the Company aggregating ` 519 under schemes defined by the Government of India, is
recognised as other income upon satisfying the conditions specified in the applicable scheme. Of the above, the Company
has monetized ` 149 and the balance amount of ` 370 is classified as ‘other receivables’ under other current assets.
23. Employee benefits expense

For the year ended For the year ended

Particulars
March 31, 2019 March 31, 2018
Salaries and wages 23,173 19,962
Contribution to provident and other funds (refer note (i) below) 504 468
Social security and other benefits to overseas employees (refer note (ii) 369 353
below)
Stock option expense (refer note 12) 30 48
Staﬀ welfare expenses 1,406 1,092
Less: Capitalised (108) (46)
Total 25,374 21,877
Notes:
(i) Contribution to provident fund and other funds
Provident fund:
The Company and two of its subsidiaries makes provident fund contributions which are defined contribution plans for
qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll
costs to fund the benefits. These contributions are made to the fund administered and managed by the Government
of India. The Group’s monthly contributions are charged to the consolidated statement of profit and loss in the period
they are incurred. Total expense recognised during the year aggregated ` 343 (2017-18: ` 311).
Gratuity (funded):
Amount recognised in the consolidated statement of profit and loss in respect of gratuity - ` 136 (2017-18: ` 134)
(refer note 17(i)).
Superannuation fund - India:
The qualifying employees of the Company receive benefit under a Superannuation scheme which is a defined
contribution scheme wherein the employee has an option to choose the percentage of contribution in between 5%
to 15% of the basic salary of the covered employee. These contributions are made to a fund administrated by Life
Insurance Corporation of India. The Company’s monthly contributions are charged to the consolidated statement of
profit and loss in the period they are incurred. Total expense recognised during the year aggregated ` 25 (2017-18: `
Annual Report | 2018-19

23).
(ii) Social security and other benefits to overseas
Superannuation fund - Australia:
The employees at the Australia branch & subsidiary of the Company are also covered under a superannuation scheme.
The Group contributes 9.5% of the basic salary of the employee. The Group’s monthly contributions are charged to
the consolidated statement of profit and loss in the period they are incurred. Total expense recognised during the year
aggregated ` 160 (2017-18: ` 162).
216
401 (K) benefit plan - Cyient Inc:
Cyient Inc., provides a defined contribution plan benefit through 401(K) benefit plan to all of its eligible employees. The
plan is administered by the Cyient Inc., while the trustee for the plan is an external agency. The contribution from the
Cyient Inc., is at the discretion of the Board of Directors. The Cyient Inc., monthly contributions are charged to the
consolidated statement of profit and loss in the period they are incurred. Total expense recognised during the year
aggregated ` 123 (2017-18: ` 99). The amount payable towards 401(K) benefit plan as at March 31, 2019 is ` Nil (March
31, 2018: ` 25).
24. Cost of materials consumed
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Opening stock 830 655
Add: Stock on acquisition 5 73
Add: Purchases 4,604 3,374
Less: Closing stock (1,503) (830)
Total 3,936 3,272
Note:
i) As a part of acquisition of New Tech, the opening stock acquired as on acquisition date (April 04, 2018) was ` 5. During
the previous year, as a part of acquisition of B&F, the opening stock acquired as on acquisition date (January 31, 2018)
was ` 73.
25. Changes in inventories of finished goods, stock-in-trade and work-in-progress
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Opening stock:
Finished goods 189 94
Work-in-progress 270 164
459 258
Closing stock:
Finished goods 252 189
Work-in-progress 66 270
318 459
Net decrease/(increase) 141 (201)

26. Finance costs

For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Interest expense
Interest on bank overdrafts and borrowings 178 112
Other interest expense 130 81
Unwinding of discounting deferred consideration 18 11
Total 326 204
27. Depreciation and amortisation expense
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Depreciation of property, plant and equipment 589 534
Amortisation of intangible assets 525 518
Annual Report | 2018-19

Total 1,114 1,052

217
28. Other expenses
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Rent including lease rentals (refer note (i) below) 1,051 796
Rates and taxes 173 149
Insurance 90 86
Stores and spares consumed 72 71
Freight outwards 38 33
Travelling and conveyance 1,501 1,337
Sub-contracting charges 3,539 2,825
Communication 232 230
Printing and stationery 42 43
Power and fuel 263 245
Marketing and advertising expenses 254 251
Repairs and maintenance
- Buildings 31 25
- Machinery 1,049 852
- Others 104 95
Non executive directors commission 13 11
Legal and professional charges 723 686
Expenditure for corporate social responsibility (refer note (ii) below) 74 73
Provision for doubtful debts (net) (refer note (iii) below) 140 71
Auditors' remuneration (refer note (iv) below) 48 48
Recruitment expenses 72 121
Training and development 116 79
Software charges 184 138
Electoral bonds (refer note (v) below) 40 -
Miscellaneous expenses 439 572
Total 10,288 8,837
Notes:
(i) Operating leases:
The future minimum lease commitments of the Group under non-cancellable operating leases are as follows:
As at As at
Particulars
March 31, 2019 March 31, 2018
Not later than one year 700 650
Later than one year but not later than five years 1,113 1,076
Later than five years 167 227
Total 1,980 1,953
(ii) Corporate Social Responsbility:
The Company contributes towards Corporate Social Responsibility (CSR) activities through Cyient Foundation and
Cyient Urban Micro Skill Centre Foundation (refer note 31). As per Section 135 of the Companies Act, 2013, CSR
committee has been formed by the Company. The areas for CSR activities are promoting education, adoption of
schools, facilitating skill development, medical and other social projects. Expenses incurred on CSR activities through
Cyient Foundation and contributions towards other charitable institutions are charged to the Consolidated Statement
of Profit and Loss under Other expenses - ` 74 (2017-18 - ` 73).
Annual Report | 2018-19

(iii) Bad debts written oﬀ:

Bad debts written oﬀ during the year ended March 31, 2019 was ` 7 (2017-18- ` 108) and reversal of provision for
doubtful debts was ` 7 (2017-18- ` 108).

218
(iv) Auditors’ remuneration (net of applicable tax) comprises of:
For the year ended For the year ended
Particulars
March 31, 2019 March 31, 2018
Company
For statutory audit 8 8
For other services 5 3
For services rendered by affiliates of statutory auditors 8 9
Reimbursement of expenses 1 1
Subsidiaries
For audit 26 27
Total Auditors' remuneration 48 48
(v) During the year, the company purchased and issued electoral bonds aggregating ` 40 (2017-18- ` Nil) in accordance
with ‘The Electoral Bond Scheme, 2018’, notified by the Central Government vide Gazette Notification No. 20 dated
the January 02, 2018.
29. Earnings per share (refer note 12(D))
For the year ended
Particulars
March 31, 2019 March 31, 2018
Profit for the year attributable to shareholders of the Company 4,785 4,054
Basic:
Number of shares outstanding at the year end 110,474,173 112,596,002
Weighted average number of equity shares 112,789,308 112,578,461
Earnings per share (`) 42.43 36.00
Diluted:
Effect of potential equity shares on ASOPs & RSUs outstanding 167,866 477,065
Weighted average number of equity shares outstanding 112,957,174 113,055,526
Earnings per share (`) 42.36 35.85
30. Segment Information
A. Products and services from which reportable segments derive their revenue
The Group’s Chief Operating Decision maker, is the Managing Director and Chief Executive Officer who evaluates
Cyient Group’s performance and allocates resources based on an analysis of various performance indicators by
business verticals and geographical segmentation of customers.
The Cyient Group classifies its operations into three vertically oriented business segments, i.e. Utilities, Geospatial
and Communications (UGC), Manufacturing and Industrial Products (MI) and Design Led Manufacturing (DLM). The
business cater to the specific requirements of customers in their respective user segments.
Geographic segments of the Cyient Group are North America, Europe and Asia Pacific.
The Cyient Group has identified business segments as its primary segment and geographic segments as its secondary
segment.
I. Utilities, Geospatial and Communications (UGC)
UGC vertical services customers in industries such as power, gas, telecom, transportation and local
government. The Cyient Group service offerings to the UGC vertical include data conversion, data maintenance,
photogrammetry and IT services. UGC segment comprises of Utilities & Geospatial and Communications
business units.
II. Manufacturing and Industrial Products (MI)
MI vertical services customers in industries such as aerospace, automotive, off-highway transportation and industrial
and commercial products, engineering design, embedded software, IT Solutions, manufacturing support, technical
Annual Report | 2018-19

publications and other strategic customers. MI segment comprises of Aerospace & Defence, Transportation,
Semiconductor, Medical & Healthcare and Industrial Energy & Natural Resources business units.“
III. Design Led Manufacturing (DLM)
DLM vertical services is engaged in providing electronic manufacturing solutions in the fields of medical, industrial,
automotive, telecommunications, defence and aerospace applications including manufacture and machining of
components for aerospace, automotive and defence industries.

219
Revenue in relation to these verticals is categorized based on items that are individually identifiable to that
vertical.
Assets and Liabilities used in the Cyient Group are not identified to any of the reportable segments (other than
those related to DLM segment).
The accounting policies adopted for segment reporting are in line with the accounting policies of the Group.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments
on the basis of their relationship to the operating activities of the segment.
Revenue, expenses, assets and liabilities which relate to the Group as a whole and are not allocable to segments
on reasonable basis have been included under “unallocable revenue /expenses /assets /liabilities”.
B. Segment revenue and results
Segment Revenue Segment Profit
Particulars Year ended Year ended Year ended Year ended
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
UGC 16,263 14,594 2,336 2,514
MI 24,329 20,599 3,847 2,886
DLM 5,592 3,982 183 60
Less : Inter segment revenue (9) - - -
Total 46,175 39,175 6,366 5,460
Depreciation and amortisation expense 1,114 1,052
Finance costs 326 204
Unallocable income (net of unallocable (1,267) (1,363)
expenses)
Share of loss from associate - (160)
Share of profit from joint venture 5 4
Profit before tax 6,198 5,411
Tax expense 1,427 1,380
Profit after tax 4,771 4,031
Share of non-controlling interest (14) (23)
Profit for the year attributable to the 4,785 4,054
shareholders of the Company

C. Segment assets and liabilities

As at As at
Particulars
March 31, 2019 March 31, 2018
Segment assets
DLM 7,620 5,914
UGC/MI 21,870 19,256
Total 29,490 25,170
Unallocable assets 9,402 9,156
Consolidated total assets 38,892 34,326
Segment liabilities
DLM 2,759 2,146
UGC/MI 5,947 5,196
Total 8,706 7,342
Unallocable liabilities 4,564 3,542
Annual Report | 2018-19

Consolidated total liabilities 13,270 10,884

Note: Assets used in the Company’s business or liabilities contracted have not been identified to its UGC and MI
segments separately, as the assets and support services are used interchangeably between these segments.

220
Geographic segments
Information regarding geographical revenue is as follows:
Year ended Year ended
Geographic location
March 31, 2019 March 31, 2018
Segment Revenue
North America 23,535 19,301
Europe 10,894 9,549
Asia Pacific (including India) 11,746 10,325
Total 46,175 39,175
Geographical non-current assets, (property, plant & equipment, capital work-in-progress, goodwill, intangible assets,
intangible assets under development and other non-current assets) are allocated based on location of assets:
As at As at
Geographic location
March 31, 2019 March 31, 2018
Segment non-current assets
North America 1,574 1,548
Europe 2,214 412
Asia Pacific (including India) 7,658 7,266
Total 11,446 9,226

31. (a) List of subsidiaries, associate and joint venture considered for consolidation:
Extent of holding (%)
Sl. Country of
Name of the Company As at As at
No. Incorporation
March 31, 2019 March 31, 2018
Subsidiaries
1 Cyient Europe Limited UK 100% 100%
2 Cyient Benelux BV @1 Netherlands 100% 100%
3 Cyient Schweiz GmbH @1 Switzerland 100% 100%
4 Cyient SRO @1 Czech Republic 100% 100%
5 AnSem NV@14 Belgium 100% -
6 AnSem B.V.@14 Netherlands 100% -
7 Cyient Inc. USA 100% 100%
8 Cyient Canada Inc.@2 Canada 100% 100%
9 Cyient Defense Services Inc. @2 USA 100% 100%
10 Certon Software Inc. @8 USA - 100%
11 Certon Instruments Inc. @8 USA - 100%
12 B&F Design Inc. @13 USA 100% 100%
13 New Technology Precision Machining Co., Inc. @6 USA 100% -
14 Cyient GmbH Germany 100% 100%
15 Cyient AB @3 Sweden 100% 100%
16 Cyient KK @7 Japan 100% 100%
17 Cyient Insights Private Limited @4 India 100% 51%
18 Cyient Insights LLC @4 USA - 51%
19 Cyient DLM Private Limited @5 India 100% 74%
Annual Report | 2018-19

20 Cyient Australia Pty Limited Australia 100% 100%

21 Cyient Singapore Private Limited Singapore 100% 100%
22 Cyient Israel India Limited @12 Israel 100% 100%
23 Cyient Solutions and Systems Private Limited @15 India 51% 100%
24 Cyient Engineering (Beijing) Limited @11 China - -

221
Extent of holding (%)
Sl. Country of
Name of the Company As at As at
No. Incorporation
March 31, 2019 March 31, 2018
Associate
26 Infotech Aerospace Services Inc. @9 (until December 08, Puerto Rico - -
2017)
Joint Venture
27 Infotech HAL Limited @10 India 50% 50%
Notes:
@1
Wholly owned by the Company through its wholly owned subsidiary Cyient Europe Limited.
@2
Wholly owned by the Company through its wholly owned subsidiary Cyient Inc.
@3
Wholly owned by the Company through its wholly owned subsidiary Cyient GmbH .
@4
Cyient Insights Private Limited became a wholly owned subsidiary of the Company, consequent to acquisition of the
remaining 49% of shareholding on May 14, 2018. Cyient Insights LLC is a wholly owned subsidiary of Cyient Insights
Private Limited has been dissolved on February 15, 2019.
@5
Cyient DLM Private Limited became a wholly owned subsidiary of the Company, consequent to acquisition of the
remaining 26% of shareholding on January 22, 2019.
@6
The Company, through its wholly owned step down subsidiary Cyient Defense Services Inc., acquired 100% equity
shares of New Technology Precision Machining Co., Inc., USA on April 4, 2018.
@7
During the year, Cyient KK, Japan increased its paid-up capital from ` 5 to ` 39. The additional capital was infused
by Cyient Australia Pty Limited. Consequently, Cyient Australia Pty Limited holds 86% of shareholding in Cyient KK,
Japan and Cyient Limited holds the remaining 14% shareholding.
@8
Eﬀective November 01, 2018, Certon Software Inc., has been merged with its holding Company Cyient Inc. Certon
Instruments Inc., a wholly owned subsidiary of Certon Software Inc., was dissolved during the year, prior to the said
merger.
@9
The Company’s associate Infotech Aerospace Services Inc. follows calendar year as its reporting period. The
consolidated financial statements include audited figures of the associate for the period ended November 30, 2017.
The Company divested its 49% stake in Infotech Aerospace Services Inc. on December 08, 2017 (refer note 6(iv)).
The share of profits has been accounted for using equity method in accordance with the Ind AS 28 Investments in
Associates and Joint Ventures.
@10
Infotech HAL Limited, India has been accounted for under equity method in accordance with the Ind AS 28 Investments
in Associates and Joint Ventures.
@11
The Company incorporated a wholly owned subsidiary, Cyient Engineering (Beijing) Limited, in China on March 25,
2016. The share capital in the subsidiary is yet to be infused and the subsidiary is yet to commence commercial
operations.
@12
The Company incorporated a wholly owned subsidiary, Cyient Israel India Limited, in Israel on July 18, 2016. Cyient
Israel India Limited commenced commercial operations during the previous year.
@13
The Company, through its wholly owned step down subsidiary Cyient Defense Services Inc., acquired 100% equity
shares of B&F Design Inc., USA on January 24, 2018.
@14
The Company through its wholly owned subsidiary, Cyient Europe Limited, acquired 100% of equity shares of AnSem
NV, Belgium (and its wholly owned subsidiary AnSem B.V., Netherlands) on April 26, 2018.
@15
On April 11, 2018, CSSPL entered into a share purchase agreement with Bluebird Aero Systems Limited (“Bluebird”),
wherein Bluebird acquired 49% shareholding in CSSPL. The Company continues to consolidate CSSPL as a
subsidiary.
(b) On October 10, 2018, the Company incorporated Cyient Urban Micro Skill Centre Foundation (“Cyient Urban”),
a wholly owned Section 8 Company under the Companies Act, 2013, to further the CSR activities of the Company.
The objective is not to obtain economic benefits through the activities of Cyient Urban and accordingly it has been
Annual Report | 2018-19

excluded for the purpose of preparation of consolidated financial statements.

222
32. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are not disclosed in this note.
Details of transactions between the Group and other related parties are disclosed below.
Joint Venture:
Extent of holding (%) as at
Name of the Joint Venture Country of incorporation
March 31, 2019 March 31, 2018
Infotech HAL Limited India 50% 50%
Associate:
Extent of holding (%) as at
Name of the Associate Country of incorporation
March 31, 2019 March 31, 2018
Infotech Aerospace Services Inc. Puerto Rico - -
(refer note 6(iv))

Other related parties:

Entity Country of incorporation Nature of relationship
Cyient Foundation India Entity with common KMP
Infotech ESOP Trust India Entity with common KMP

Key Managerial Personnel (KMP):

Name Designation
B V R Mohan Reddy Executive Chairman
Krishna Bodanapu Managing Director & CEO
Ajay Aggarwal President & Chief Financial Oﬃcer
K. Ramachandran Independent Director
Som Mittal Independent Director
Andrea Bierce Independent Director
John Paul Paterson Independent Director
Vinai Kumar Thummalapally Independent Director
Vikas Sehgal Independent Director
M.M Murugappan Non-Executive & Non-independent Director
Alain De Taeye Non-Executive & Non-independent Director

Relative of Executive Chairman and Managing Director & CEO

B. Ashok Reddy President – Corporate Aﬀairs & infrastructure
Summary of the transactions and balances with the above related parties are as follows:
(a) Transactions during the year:
For the year ended
Nature of transaction Party name
March 31, 2019 March 31, 2018
Share of profits from joint venture Infotech HAL Limited 5 4
Revenue from operations Infotech HAL Limited - 1
Sub-contracting charges Infotech HAL Limited - 7
Rental income Infotech HAL Limited 1 1
Annual Report | 2018-19

Advance given Infotech HAL Limited 3 4

Share of loss from associate Infotech Aerospace Services Inc. - (160)
Dividend from associate Infotech Aerospace Services Inc. - 589
Loss on disposal of associate Infotech Aerospace Services Inc. - (50)
CSR expenditure Cyient Foundation 74 68

223
Compensation to key management personnel as follows:
For the year ended
Nature of the transaction Party name
March 31, 2019 March 31, 2018
Short-term benefits Executive Chairman, Managing Dir- 227 207
ector & CEO and Executive officers#1
Dividend paid during the year Executive Chairman and Managing 52 73
Director & CEO
Commission and other Non-executive/independent direct- 13 11
benefits ors
#1
Executive officers include Ajay Aggarwal (President & Chief Financial Officer) and Ashok Reddy (relative of Executive
Chairman and Managing Director & CEO).

(b) Balances at the year end:

As at
Nature of the balance Party name
March 31, 2019 March 31, 2018
Trade receivables Infotech HAL Limited 24 26
Trade payables Infotech HAL Limited 4 4
Advances receivable Infotech HAL Limited 15 12
Short-term benefits payable Executive Chairman and Managing 138 129
Director & CEO
Commission and other Non-executive/independent directors 13 11
benefits payable

33. Business combinations

A. Business combinations during the year 2018-19:
(i) AnSem NV (AnSem)
On April 26, 2018, the Group acquired 100% of equity interest in AnSem NV and its wholly owned subsidiary AnSem B.V
(together referred as ‘AnSem’). AnSem specializes in advanced analog, radio frequency, and mixed-signal integrated
circuit design and provides custom ASICs for clients around the world across key industries, including automotive,
medical, industrial, smart home, and smart grid, with long-life applications. The fair value of the purchase consideration
of ` 1,913 comprised upfront consideration of ` 1,361, contingent consideration of upto ` 552 payable subject to
the satisfaction of certain conditions. The fair value of the contingent consideration, recognised on the acquisition
date is determined by discounting the estimated amount payable to the previous owners on achievement of certain
financial targets applying the discounted cash flow approach. The key inputs used for the estimation of fair values are
discount rate of 12.5% and probabilities of achievement of financial targets. The fair value of net assets acquired on
the acquisition date amounted to ` 224. The excess of purchase consideration over the fair value of the net assets
acquired has been attributed towards goodwill.
Purchase price
Components
allocated
Property, plant and equipment 50
Intangible assets 156
Non-current assets 3
Net current assets * 15
Total 224
Goodwill (refer note 4) 1,689
Total purchase price 1,913
Annual Report | 2018-19

*includes cash and cash equivalents acquired of ` 122.

The transaction costs relating to this acquisition amounting to ` 15 have been included under legal & professional
charges in the consolidated statement of profit and loss for the year ended March 31, 2019. The intangible assets
are amortised over a period of 2-3 years as per management’s estimate of its useful life, over which economic
benefits are expected to be realised. The fair value and gross contractual amount for trade receivables acquired is
` 59 and is expected to be collectable. The goodwill amounting to ` 1,689 is attributable to the workforce and high
profitability of the acquired business. Goodwill arising on the acquisition is not deductible for tax purposes. From

224
the date of acquisition, AnSem has contributed revenues amounting to ` 769 and profit amounting to ` 121 to the
Group’s performance for the year ended March 31, 2019. If the acquisition had occurred on April 1, 2018, management
estimates that consolidated revenues and losses for the year would have been ` 839 and ` 132 respectively. The
proforma amounts are not necessarily indicative of results that would have occurred if the acquisition had occurred on
dates indicated or that may result in the future.
Results from this acquisition are grouped under Manufacturing and Industrial Products (MI) segment.
(ii) Acquisition of New Technology Precison Machining Co., Inc.(New Tech)
On April 04, 2018, the Group acquired 100% of equity interest in New Tech through its wholly owned subsidiary Cyient
Defense Services Inc.. New Tech has expertise in design and manufacturing of precision engine assembly equipment,
repair tooling, machining of fixtures and gauges, and engine factory modernization services primarily for aerospace
and defense industry. The fair value of the purchase consideration was ` 75, entirely upfront consideration. The fair
value of net assets acquired on the acquisition date amounted to ` 45. The excess of purchase consideration over the
fair value of the net assets acquired has been attributed towards goodwill.
The purchase price has been allocated based on management’s estimates and independent appraisal of fair values,
as follows:
Purchase price
Components
allocated
Property, plant and equipment 9
Intangible assets 16
Net current assets * 20
Total 45
Goodwill (refer note 4) 30
Total purchase price 75
*includes cash and cash equivalents acquired of ` 8.
The transaction costs relating to this acquisition amounting to ` 2 have been included under legal & professional
charges in the consolidated statement of profit and loss for the year ended March 31, 2019. The intangible assets are
amortised over a period of 3-5 years as per management’s estimate of its useful life, over which economic benefits
are expected to be realised. The fair value and gross contractual amount for trade receivables acquired is ` 14 and is
expected to be collectable. The goodwill amounting to ` 30 is attributable to the workforce and high profitability of the
acquired business. Goodwill arising on the acquisition is deductible for tax purposes. From the date of acquisition, New
Tech has contributed revenues amounting to ` 99 and loss amounting to ` (9) to the Group’s performance for the year
ended March 31, 2019. Management has consolidated New Tech w.e.f April 1, 2018, as the transactions between the
period April 01, 2018 and April 04, 2018 were not material.
Results from this acquisition are grouped under Design Led Manufacturing (DLM) segment.
(iii) Amalgamation of Certon Software Inc.
Certon Software Inc. a wholly owned subsidiary of Cyient Inc. was amalgamated with Cyient Inc., with eﬀect from
November 01, 2018. Pursuant to the amalgamation all the assets, liabilities and reserves stand transferred and vested
in Cyient Inc. The amalgamation had been accounted for under “Pooling of Interests” method. Accordingly, the assets,
liabilities and reserves have been taken over at their books values. As Certon Software Inc. was a wholly owned
subsidiary of Cyient Inc., no consideration was paid to eﬀect the amalgamation.

As at
Value of assets and liabilities amalgamated: November 1,
2018
Non-current assets 39
Current assets 186
Current liabilities (199)
Reserves 26
Further, Certon Instruments Inc., wholly owned subsidiary of Certon Software Inc., was dissolved during the year.
B. Business combinations during the year 2017-18:
Annual Report | 2018-19

(i) Acquisition of B&F Design Inc. (B&F)

On January 24, 2018, the Group acquired 100% of equity interest in B&F through its wholly owned subsidiary Cyient
Defense Services Inc. B&F has an area of expertise in design and manufacturing of precision engine assembly
equipment, repair tooling, machining of fixtures and gauges, and engine factory modernization services primarily for
aerospace and defense industry. The fair value of the purchase consideration ` 526, comprises upfront consideration
of ` 353, contingent consideration of upto ` 173 payable subject to the satisfaction of certain conditions. The fair
value of the contingent consideration, recognised on the acquisition date is determined by discounting the estimated
225
amount payable to the previous owners on achievement of certain financial targets applying the discounted cash
flow approach. The key inputs used for the estimation of fair values are discount rate of 3.319% and probabilities
of achievement of financial targets. The fair value of net assets acquired on the acquisition date amounted to ` 258.
The excess of purchase consideration over the fair value of the net assets acquired has been attributed towards
goodwill.

Purchase price
Components
allocated
Property, plant and equipment 60
Intangible assets 109
Net current assets * 89
Total 258
Goodwill 268
Total purchase price 526
*includes cash and cash equivalents acquired of ` 32.
The transaction costs relating to this acquisition amounting to ` 5 have been included under legal & professional
charges in the consolidated statement of profit and loss for the year ended March 31, 2018. The intangible assets are
amortised over a period of 3-5 years as per management’s estimate of its useful life, over which economic benefits
are expected to be realised. The fair value and gross contractual amount for trade receivables acquired is ` 20 and is
expected to be collectable. The goodwill amounting to ` 268 is attributable to the workforce and high profitability of
the acquired business. Goodwill arising on the acquisition is deductible for tax purposes. From the date of acquisition,
B&F has contributed revenues amounting to ` 78 and profit amounting to ` 0.81 to the Group’s performance for the
year ended March 31, 2018. If the acquisition had occurred on April 1, 2017, management estimates that consolidated
revenues and losses for the year would have been ` 468 and ` 5 respectively. The proforma amounts are not necessarily
indicative of results that would have occurred if the acquisition had occurred on dates indicated or that may result in
the future.
Results from this acquisition are grouped under Design Led Manufacturing (DLM) segment.
(ii) Amalgamation of Blom Aerofilms Limited
Blom Aerofilms Limited, a wholly owned subsidiary of Cyient Europe Limited was amalgamated with Cyient Europe
Limited with effect from April 1, 2017. Pursuant to the amalgamation, all the assets, liabilities and reserves stand
transferred and vested in Cyient Europe Limited. The amalgamation had been accounted for under “Pooling of
Interests” method. Accordingly, the assets, liabilities and reserves have been taken over at their book values. As Blom
Aerofilms Limited was a wholly owned subsidiary of Cyient Europe Limited, no consideration was paid to effect the
amalgamation.
As at
Value of assets and liabilities amalgamated:
April 1, 2017
Non-current assets 178
Current assets 309
Current liabilities (265)
Reserves 37
(iii) Amalgamation of Techno Tools Precision Engineering Private Limited (Techno Tools)
Techno Tools, a wholly owned subsidiary of Cyient DLM Private Limited was amalgamated with Cyient DLM Private
Limited (Cyient DLM) with effect from April 1, 2017 (“Appointed Date”) pursuant to a Scheme of Amalgamation
approved by the National Company Law Tribunal. Consequently, all the Assets, Liabilities and Reserves as at April 1,
2017 stand transferred and vested in the Cyient DLM. As Techno Tools was a wholly owned subsidiary of the Cyient
DLM, no additional consideration was paid to effect the amalgamation.

As at
Value of assets and liabilities amalgamated:
Annual Report | 2018-19

April 1, 2017
Non-current assets 74
Current assets 31
Non-current liabilities (150)
Current liabilities (3)
Reserves 48

226
34. Financial Instruments
34.1 Capital management
The Group manages its capital to ensure that it maximises the return to stakeholders through the optimisation of the
capital structure. The Group monitors the return on capital as well as the level of dividends on its equity shares. The
Group is predominantly equity financed which is evident from the capital structure. Further the Group has always been
positive on its net cash position with cash and bank balances along with investments in liquid and short term mutual
funds.
Gearing ratio:
As at
Particulars
March 31, 2019 March 31, 2018
Borrowings * 3,684 2,832
Cash and bank balances (9,705) (9,807)
Net debt - -
Total equity 25,622 23,442
Net debt to equity ratio 0% 0%
*Include current, non-current and current maturities of non-current borrowings (refer note 15 and 16)
34.2 Financial instruments by category
Carrying value as at
Particulars
March 31, 2019 March 31, 2018
Financial assets:
Amortised cost
Trade receivables 8,137 6,913
Cash and cash equivalents 9,072 9,603
Other bank balances 633 204
Other financial assets 4,117 3,579
Fair value through other comprehensive income
Investments in other equity instruments (unquoted) 20 18
Investments in other equity instruments (quoted) 38 249
Derivative instruments designated in a hedging relationship 425 75
Fair value through profit and loss
Investments in mutual funds 278 1,130
Investment in compulsorily convertible preference shares (CCPS) 10 10
(unquoted)
Investment in preferred instruments of other entities (unquoted) 69 -
Investment in debt instruments of other entities (unquoted) 104 -
Total financial assets 22,903 21,781
Financial liabilities:
Amortised cost
Borrowings* 3,684 2,832
Trade payables 3,712 3,813
Other financial liabilities 175 88
Fair value through other comprehensive income
Derivative instruments designated in a hedging relationship 3 118
Fair value through profit and loss
Liability towards acquisition of business (refer note 16) 962 421
Gross obligation liability to acquire non-controlling interests (refer note 16) - 560
Annual Report | 2018-19

Total financial liabilities 8,536 7,832

*Include current, non-current and current maturities of non-current borrowings (refer note 15 and 16)
The management assessed that fair value of cash and cash equivalents and other bank balances, trade receivables, other
financial assets, trade payables, borrowings and other current financial liabilities approximate their carrying amounts largely
due to the short-term maturities of these instruments, and hence these are carried at amortised cost.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than a forced or a liquidation sale.
227
Investments in other equity, debt and preferred instruments (quoted and unquoted) are measured at fair value through
initial designation in accordance with Ind-AS 109.
Investments in mutual funds, and derivative assets/ (liabilities) are mandatorily measured at fair value.
Liability towards acquisition of business and gross obligation liability to acquire non-controlling interests are measured
mandatorily at fair value through consolidated statement of profit and loss.
34.3 Fair value hierarchy
Valuation technique and key inputs
Level 1 - Quoted prices (unadjusted) in an active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Quantitative disclosures of fair value measurement hierarchy for financial instruments as at March 31, 2019:

As at Fair value measurement at the end

Date of of year using
Particulars March 31,
valuation
2019 Level 1 Level 2 Level 3
Assets
Investments in other equity instruments March 31, 2019 20 - - 20
(unquoted) (refer note 6) *
Investments in other equity instruments March 31, 2019 38 38 - -
(quoted) (refer note 6) **
Investment in preferred instruments of other March 31, 2019 69 - - 69
entities (unquoted)
(refer note 6)*
Investment in compulsorily convertible March 31, 2019 10 - - 10
preference shares (CCPS) (unquoted) (refer
note 6)*
Investment in debt instruments of other entities March 31, 2019 104 - - 104
(unquoted) (refer note 6)
Investment in mutual funds (refer note 6) ** March 31, 2019 278 278 - -
Derivative instruments designated in a hedging March 31, 2019 425 - 425 -
relationship (refer note 7) ***
Liabilities
Derivative instruments designated in a hedging March 31, 2019 3 - 3 -
relationship (refer note 16) ***
Liability towards acquisition of business (refer March 31, 2019 962 - - 962
note 16) *
Gross obligation liability to acquire non- March 31, 2019 - - - -
controlling interests (refer note 16) *
There have been no transfers among Level 1, Level 2 and Level 3 during the year.
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of
March 31, 2018:
As at Fair value measurement at the end
Date of of year using
Particulars March 31,
valuation
2018 Level 1 Level 2 Level 3
Assets
Annual Report | 2018-19

Investments in other equity instruments March 31, 2018 18 - - 18

(unquoted) (refer note 6) *
Investments in other equity instruments March 31, 2018 249 249 - -
(quoted) (refer note 6) **
Investment in compulsorily convertible March 31, 2018 10 - - 10
preference shares (CCPS) (unquoted) (refer
note 6)*
228
As at Fair value measurement at the end
Date of of year using
Particulars March 31,
valuation
2018 Level 1 Level 2 Level 3
Investment in mutual funds (refer note 6) ** March 31, 2018 1,130 1,130 - -
Derivative instruments designated in a hedging March 31, 2018 75 - 75 -
relationship (refer note 7) ***
Liabilities
Derivative instruments designated in a hedging March 31, 2018 118 - 118 -
relationship (refer note 16) ***
Liability towards acquisition of business (refer March 31, 2018 421 - - 421
note 16) *
Gross obligation liability to acquire non- March 31, 2018 560 - - 560
controlling interests (refer note 16) *
There have been no transfers among Level 1, Level 2 and Level 3 during the previous year.
The following methods and assumptions were used to estimate the fair values:
* The fair values of the unquoted equity, debt, CCPS and preferred instruments, liability towards acquisition of business
and gross obligation liability to acquire non-controlling interests have been estimated using a DCF model. The valuation
requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate,
and probabilities of the various estimates within the range used in management’s estimate of fair value for these unquoted
equity, preferred and debt investments.
** The fair value of the quoted equity shares and mutual funds are based on price quotations at reporting date.
*** The Company enters into derivative financial instruments with various counterparties, principally financial institutions
with investment grade credit ratings. Foreign exchange forward contracts and interest rate swaps are valued using valuation
techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include
forward pricing using present value calculations. The models incorporate various inputs including the credit quality of
counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, etc. As at March 31,
2019 the mark-to-market value of derivative asset positions is net of a credit valuation adjustment attributable to derivative
counterparty default risk. The changes in counterparty credit risk had insignificant impact on the hedge eﬀectiveness
assessment for derivatives designated in hedge relationships.
Fair value measurements using significant unobservable inputs (level 3)
The following table presents changes in level 3 items for the year ended March 31, 2019 and March 31, 2018:
Investment in
Gross obligation
other equity, debt Investment Liability towards
liability to acquire
Particulars and preferred in unquoted acquisition of Total
non-controlling
instruments CCPS business
interests
(unquoted)
As at March 31, 2017 101 - 330 595 1,026
Acquisitions - 10 177 - 187
Gain recognised in other - - - - -
comprehensive income
(Gain) recognised in - - (57) (35) (92)
consolidated statement of profit
and loss account
Exchange impact on financial - - (2) - (2)
liabilities
Derecognition during the year (83) - - - (83)
Payments during the year - - (27) - (27)
Annual Report | 2018-19

As at March 31, 2018 18 10 421 560 1,009

Acquisitions 173 - 646 - 819
Gain recognised in other 2 - - - 2
comprehensive income
(Gain) recognised in - - (58) (135) (193)
consolidated statement of profit
and loss account
229
Investment in
Gross obligation
other equity, debt Investment Liability towards
liability to acquire
Particulars and preferred in unquoted acquisition of Total
non-controlling
instruments CCPS business
interests
(unquoted)
Exchange impact on financial - - 24 - 24
liabilities
Derecognition during the year - - - (425) (425)
(refer note 16)
Payments during the year - - (71) - (71)
As at March 31, 2019 193 10 962 - 1,165
Valuation inputs and relationships to fair value
The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair
value measurements.
Fair value as at Significant Sensitivity of
Particulars March 31, March 31, unobserv- Valuation process the inputs to
2019 2018 able inputs fair value
Investment in 203 28 Earnings Earnings growth factor for unquoted Any increase in
unquoted equity, growth rate equity, debt, preferred investments earnings growth
debt, preferred and CCPS are estimated based on the rate would
instruments and market information of similar type of increase the fair
compulsorily con- companies and also considering the value.
vertible preference economic environment impact.
shares (CCPS) Discount Discount rates are determined using a Any increase
rate capital asset pricing model to calculate in the discount
a pre-tax rate that reflects current rate would res-
market assessments of the time value ult in decrease
of money and risk specific to that asset. in fair value.
Liability towards 962 421 Expected Estimate of cash outflows are based on Any increase in
acquisition of cash out- forecasted sales and entity’s knowledge expected cash
business flows of the business and how the current flows would
economic environment is likely to increase the fair
impact. value.
Discount Discount rate is the current average Any increase
rate borrowing cost that a market parti- in the discount
cipant would expect to pay to obtain its rate would res-
debt financing based on the assumed ult in decrease
capital structure. in fair value.
Gross obligation - 560 Earnings Earnings growth rate is based on fore- Any increase in
liability to acquire growth rate casted sales and entity’s knowledge of earnings growth
non-controlling the business and how the current eco- rate would
interests nomic environment is likely to impact increase the fair
based on the market information of value.
similar type of companies.
Discount Discount rates are determined using a Any increase
rate capital asset pricing model to calculate in the discount
a pre-tax rate that reflects current rate would res-
market assessments of the time value ult in decrease
of money and risk specific to that asset. in fair value.
34.4 Financial risk management
Annual Report | 2018-19

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk and other price risks. The
Group’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse eﬀects
on its financial performance. The primary market risk to the Group is foreign exchange risk and interest rate risk. The Group
uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Group’s exposure to credit
risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few
customers. The liquidity risk is measured by the Group’s inability to meet its financial obligations as they become due.

230
Foreign exchange risk
The Group operates internationally and a major portion of the business is dominated in foreign exchange predominantly
US Dollar, Pound Sterling and Euro currencies. Consequently the Company is exposed to foreign exchange risk through
its services and purchases / import of services from overseas suppliers in various foreign currencies. The Group holds
derivative financial instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates
on foreign currency exposures. The exchange rate between the rupee and foreign currencies has changed substantially in
recent years and may fluctuate substantially in the future. Consequently, the results of the Group’s operations are aﬀected
as the rupee appreciates/ depreciates against these currencies.
The Company monitors and manages its financial risks by analysing its foreign exchange exposures. The Company, in
accordance with its Board approved risk management policies and procedures, enters into foreign exchange forward
contracts to manage its exposure in foreign exchange rates.
The Company has applied the hedge accounting principles set out in Indian Accounting Standard – 109 “Financial
Instruments” (Ind AS - 109) in respect of such derivative contracts, designated in a hedging relationship, used to hedge its
risks associated with foreign currency fluctuations relating to certain highly probable forecast transactions. Accordingly, in
respect of all such outstanding contracts as at March 31, 2019 that were designated as eﬀective hedges of highly probable
forecast transactions, gain/(loss) aggregating ` 274 (net of tax ` 147) (March 31, 2018 - ` (29) (net of tax ` 16)) have been
recognised under the cash flow hedge reserve.
Derivative financial instruments:
Outstanding forward exchange contracts as on March 31, 2019:
Currency No. of Amount in foreign Amount in ` Buy/Sell Cross currency
contracts currency
AUD 25 22,460,000 1,186 Sell Rupees
CAD 15 12,100,000 674 Sell Rupees
EUR 37 28,550,000 2,472 Sell Rupees
GBP 14 8,415,000 815 Sell Rupees
USD 68 64,300,000 4,683 Sell Rupees
Outstanding forward exchange contracts as on March 31, 2018:
No. of Amount in foreign
Currency Amount in ` Buy/Sell Cross currency
contracts currency
AUD 25 20,400,000 1,060 Sell Rupees
CAD 18 9,070,000 478 Sell Rupees
EUR 28 25,900,000 2,097 Sell Rupees
GBP 19 8,740,000 796 Sell Rupees
USD 39 61,000,000 4,099 Sell Rupees
All outstanding forward exchange contracts as at March 31, 2019 and March 31, 2018 have maturity period of less than one
year.
Sensitivity analysis:
In respect of the Company’s forward contracts, a 5% increase/decrease in the respective exchange rates of each of the
currencies underlying such contracts would have resulted in:
* an approximately ` (453)/ 453 (decrease)/increase in the Company’s other comprehensive income as at March 31, 2019.
* an approximately ` (414)/ 414 (decrease)/increase in the Company’s other comprehensive income as at March 31, 2018.
Foreign currency exposure unhedged
The following table analyses foreign currency risk from financial instruments as of March 31, 2019 (in `):
United Kingdom Other
Particulars US Dollars EURO Total
Pound Sterling currencies*
Cash and cash equivalents 346 230 6 319 901
Annual Report | 2018-19

Trade receivables 3,681 750 818 257 5,506

Other financial assets 903 542 105 266 1,816
Trade payables (1,471) (1,077) (441) (1,037) (4,026)
Other financial liabilities (431) (650) - - (1,081)
Net assets/(liabilities) 3,028 (205) 488 (195) 3,116
* Others include currencies such as Singapore $, Australian $, Canadian $, Japanese Yen, Malaysian Ringgit, Swedish Krona, Swiss Frank,
Czech Koruna etc.
231
The following table analyses foreign currency risk from financial instruments as of March 31, 2018 (in `):

United Kingdom Other

Particulars US Dollars EURO Total
Pound Sterling currencies*
Cash and cash equivalents 634 364 15 386 1,399
Trade receivables 3,769 776 277 (18) 4,804
Other financial assets 343 455 152 288 1,238
Trade payables (1,500) (813) (486) (655) (3,454)
Other financial liabilities (678) (312) - - (990)
Net assets/(liabilities) 2,568 470 (42) 1 2,997
* Others include currencies such as Singapore $, Australian $, Canadian $, Japanese Yen, Malaysian Ringgit, Swedish Krona, Swiss Frank,
Czech Koruna etc.
Sensitivity analysis:
For the year ended March 31, 2019 and March 31, 2018 , every 5% increase /(decrease) of the respective foreign currencies
compared to functional currency of the Company would impact profit before tax by ` 156 / (` 156) and ` 150 / (` 150)
respectively.
Interest rate risk
The Group is exposed to interest rate risk as it has borrowing at floating interest rate. The risk is managed by maintaining
use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and define
risk appetite, ensuring the most cost eﬀective hedging strategies are applied.
Interest rate swap contracts
Under Interest rate swap contracts, the Group agrees to exchange the diﬀerence between fixed and floating rate interest
amounts calculated on agreed notional principal amount. Such contract enables group to mitigate the risk of changing
interest rates on the fair value of issued fixed rate debt and the cash flow exposures on the issued variable rate debt. The
fair value of interest rate swaps at the end of the reporting period is determined by discounting the future cash flows using
the curves at the end of the reporting period and the credit risk inherent in the contract, and is disclosed below. The average
interest is based on the outstanding balances at the end of the reporting period.
Details of the Interest rate swap contracts:
Fair Value of Interest Fair Value of Interest
Loan Coupon/Interest Fixed Interest
Particulars Rate Swap Rate Swap
Amount Rate Rate
as at March 31, 2019 as at March 31, 2018
Term loan from 336 1 1 Libor + 1% to 1.25% 1.35% - 3.3190%
HSBC
In respect of the Group’s interest rate swap contracts, a 5% increase/decrease in its fair value has an insignificant impact on
the profit of the Group.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. Credit
risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding
accounts receivable. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring
the creditworthiness of customers to which the Group grants credit terms in the normal course of business. The Group
establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of
trade and other receivables and investments.
In addition, the Company is exposed, to credit risk in relation to financial guarantees given to subsidiary’s banks. The
Company’s exposure in this respect is limited to the maximum amount the Company could have to pay if the guarantee is
called on.
Trade and other receivables:
Annual Report | 2018-19

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry and country in which the customer operates, also has an influence
on credit risk assessment.

232
The following table gives details in respect of percentage of total receivables and unbilled receivables from top customer
and top five customers:

For the year ended

Particulars
March 31, 2019 March 31, 2018
Receivable from top customer 16.5 16.3
Receivable from top 5 customers 31.8 32.2
Investments
The Group limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have
a good credit rating. The Group does not expect any losses from non-performance by these counter-parties, and does not
have any significant concentration of exposures to specific industry sectors or specific country risks.
Liquidity risk
The Group principal sources of liquidity are cash & bank balances and investments in mutual funds and cash generated from
operations. The Group believes that working capital is suﬃcient to meet its current requirements. Accordingly, no liquidity
risk is perceived.
The Group has unutilised credit limits from the banks of ` 3,008, ` 1,909 as of March 31, 2019 and March 31, 2018
respectively
As of March 31, 2019, the Company had working capital of ` 15,958, including cash and bank balances of ` 9,705
As of March 31, 2018, the Company had working capital of ` 14,835, including cash and bank balances of ` 9,807
The table below provides details regarding the contractual maturities of significant financial liabilities (excluding current and
non-current borrowings) as at March 31, 2019:

Particulars Less than 1 year 1-2 years 2 years and above

Trade payables 3,712 - -
Other current financial liabilities (refer note 16) 443 - -
Other non-current financial liabilities (refer note 16) - 351 346
Total 4,155 351 346
The table below provides details regarding the contractual maturities of significant financial liabilities (excluding current
and non-current borrowings) as at March 31, 2018:
Particulars Less than 1 year 1-2 years 2 years and above
Trade payables 3,813 - -
Other current financial liabilities (refer note 16) 834 - -
Other non-current financial liabilities (refer note 16) - 124 229
Total 4,647 124 229
* The Group’s obligation towards payment of borrowings has been included in note 15 and 16.
Other price risks
The Group is exposed to equity price risks arising from equity investments. Company’s equity investments are held for
strategic rather than trading purposes.
35. Contingent liabilities and commitments
As at
Particulars
March 31, 2019 March 31, 2018
(A) Contingent liabilities:
Claims against the Company not acknowledged as debt 520 559
(refer note (i) to (vii) below)
Annual Report | 2018-19

520 559
(B) Commitments:
Contracts remaining to be executed on capital account and not 356 315
provided for (net of capital advances)
Total 876 874

233
Notes:
(i) The Company disputed various demands raised by income tax authorities for the assessment years 1997-98, 1999-
00 to 2002-03, 2004-05 to 2005-06, 2009-10, 2011-12, 2013-14 to 2015-16 (March 31, 2018 - 1997-98, 1999-00
to 2002-03, 2004-05 to 2005-06, 2009-10, 2011-12, 2013-14 to 2015-16) which are pending at various stages of
appeals. The aggregate amount of disputed tax not provided for is ` 158 (March 31, 2018: ` 138). The Company is
confident that these appeals will be decided in its favour.
(ii) The Company disputed various demands raised by the sales tax authorities for the financial years 2004-05 to 2009-10,
2012-13 and 2015-16 (March 31, 2018 - 2004-2005 to 2009-10, 2012-13 and 2015-16). The Company filed appeals,
which are pending with the appropriate authorities. The aggregate amount of disputed tax not provided for is ` 20
(March 31, 2018: ` 20). The Company is confident that these appeals will be decided in its favour. The above does not
include show cause notices received by the Company.
A subsidiary Company has pending statutory forms (C/H/I) for financial years 2015-16 to 2017-18. Aggregate amount
of liability not provided for is ` 19 (March 31, 2018 : ` 33)
(iii) The Company disputed various demands raised by the service tax authorities for the financial years 2006-07 to 2015-
16 (March 31, 2018: 2006-07 to 2015-16). The Company filed appeals, which are pending with the appropriate
authorities. The aggregate amount of disputed tax not provided for is ` 141 (March 31, 2018: ` 141). The Company is
confident that these appeals will be decided in its favour. The above does not include show cause notices received by
the Company.
A subsidiary Company has disputed service tax demands raised by the service tax authorities for the financial years
2011-12. The aggregate amount of disputed tax not provided for is ` Nil (March 31, 2018 : ` 1)
(iv) The Company is contesting certain pending service tax refunds amounting to ` 45 (March 31, 2018 : ` 73) at various
appellate authorities. The Company is confident that these appeals will be decided in its favour.
(v) During the year 2014-15, the Company received an order from Provident Fund authorities regarding provident fund
(PF) payments on certain allowances given by the Company to its employees for the years 2010-11 to 2012-13.
Against this, the Company made a provision along with interest on the same, during the current year. Consequent
to the above order, the Company is in process of evaluating the implication, if any, for the periods subsequent to the
above order. Currently, the amount is indeterminable.
(vi) Diﬀerential amount of Customs Duty (excluding interest) in a subsidiary company in respect of machinery imported
under various export promotion schemes is ` 45 (March 31, 2018: ` 35)
(vii) During the financial year 2015-16, the Government of India notified an amendment to the Payment of Bonus Act, 1961
whereby the applicable slabs as well as coverage limit was enhanced. The said amendment was made eﬀective April 1,
2014. The Company is contesting the retrospective applicability of the amendment for the financial year 2014-15 in
the High Court of Judicature at Hyderabad for the states of Telangana and Andhra Pradesh. The aggregate amount of
liability pertaining to the financial year 2014-15, not provided for, is ` 92 (March 31, 2018: ` 92).
(viii) One of the employee of the Company filed a legal suit to recover amount from a party in his personal capacity on behalf
of Certon Software Inc., (merged with Cyient Inc. on November 1, 2018). The Company has taken proactive steps to
mitigate any potential risks that may arise out of this action. Pending legal resolution of the dispute, no provision has
been recognised in the consolidated financial statements.
(ix) Cyient Inc. has certain obligations towards revenue authorities for its step down subsidiary, Wellsco Inc. (amalgamated
with Cyient Inc. w.e.f April 1, 2012). Pending further evaluation, an amount of ` 51 (March 31, 2018: ` 51) had been
provided during the financial year 2015-16 in the books towards adjustment of any liabilities pertaining towards such
obligation.
(C) The Company has certain outstanding export obligations/commitments as at March 31, 2019 and March 31, 2018.
Further, the Company has certain commitments to bankers relating to receivable factoring arrangements entered
with them in respect of receivables from few customers. These factoring arrangements are without recourse to the
Company and in the normal course of business. The Company is confident of meeting these commitments arising
from such arrangements.
36. Exceptional items:
Annual Report | 2018-19

a) On February 15, 2019, Cyient Insights LLC, wholly owned subsidiary of Cyient Insights Private Limited was dissolved
and the resultant net impact of ` 35 was recognised in the consolidated financial statements as an ‘exceptional
item’.
b) During the previous year, the Company divested its 49% stake in its Associate Company, Infotech Aerospace Services
Inc. on December 08, 2017 resulting in a loss of ` 50 disclosed as an ‘exceptional item’ (refer note 6(iv)).

234
37. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
As at
Particulars
March 31, 2019 March 31, 2018
(i) Principal amount remaining unpaid to any supplier as at the end of the 13 1
accounting year
(ii) Interest due thereon remaining unpaid to any supplier as at the end of - -
the accounting year
(iii) The amount of interest paid along with the amounts of the payment - -
made to the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year - -
(v) The amount of interest accrued and remaining unpaid at the end of the - -
accounting year
(vi) The amount of further interest due and payable even in the succeeding - -
year, until such date when the interest dues as above are actually paid
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of
information collected by the management. This has been relied upon by the statutory auditors.
38. Dividends distribution made and proposed

As at
Particulars
March 31, 2019 March 31, 2018
Cash dividends on equity shares declared and paid:
Final dividend for the year ended on March 31, 2018 : ` 4 per share (March 31, 451 563
2017 : ` 5 per share)
Dividend distribution tax ("DDT") on final dividend * - 115
Interim dividend for the year ended on March 31, 2019 : ` 6 per share (March 679 1,013
31, 2018 : ` 9 per share)
DDT on Interim dividend 139 206
1,269 1,897
Proposed dividend on equity shares:
Final cash dividend for the year ended on March 31, 2019 : ` 9 per share 990 450
(March 31, 2018: ` 4 per share)
DDT on final dividend * 203 93
1,193 543
*During the year, the Company has received dividend of ` 457 from its wholly owned subsidiary, Cyient Australia Pty Limited.
Final dividend for the year ended March 31, 2018 of ` 451 has been adjusted against the final dividend received from Cyient
Australia Pty Limited. Accordingly, the DDT on final dividend is ` Nil.
Proposed dividend on equity shares are subject to approval at the annual general meeting and are not recognised as a
liability (including DDT thereon) as at March 31, 2019.
The dividends declared by the Company are based on the profits available for distribution as reported in the financial
statements of the Company. Accordingly, the retained earnings reported in these financial statements may not be fully
distributable. As at March 31, 2019, income available for distribution were ` 13,797 (March 31, 2018 - ` 10,708).
39. Research and Development expenses :
Revenue expenditure pertaining to research and development charged to the consolidated statement of profit and loss
amounts to ` 335 (2017-18: ` 112).
Annual Report | 2018-19

235
236
Annual Report | 2018-19

40. Disclosure of additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III
to the Companies Act, 2013
(A). As at and for the year ended March 31, 2019
Net assets, i.e., total
Share of other Share in total comprehensive
assets minus total Share of profit or loss
comprehensive income income
liabilities
Sl
Name of the entity in the Group As % of As % of
No. As % of As % of
consolidated other consolidated total
consolidated Amount consolidated Amount Amount Amount
comprehensive comprehensive
net assets profit or loss
income income
Parent Company
Cyient Limited 85.38% 21,878 85.76% 4,091 104.57% 343 86.95% 4,434
Subsidiaries
Indian
1 Cyient Insights Private Limited (0.26%) (67) 4.90% 234 - - 4.59% 234
2 Cyient DLM Private Limited (0.02%) (6) (0.42%) (20) (1.22%) (4) (0.47%) (24)
3 Cyient Solutions and Systems (0.09%) (22) (0.42%) (20) - - (0.39%) (20)
Private Limited
Foreign
1 Cyient Inc. 8.53% 2,186 8.68% 414 (2.44%) (8) 7.96% 406
2 Cyient Europe Limited 0.84% 214 (4.93%) (235) - (4.61%) (235)
3 Cyient GmbH 4.47% 1,145 2.85% 136 (0.61%) (2) 2.63% 134
4 Cyient KK 0.27% 68 1.22% 58 - - 1.14% 58
5 Cyient Australia Pty Limited 0.98% 252 2.62% 125 - - 2.45% 125
6 Cyient Singapore Private Limited (0.06%) (16) (0.08%) (4) - - (0.08%) (4)
7 Cyient Israel Private Limited 0.01% 3 0.02% 1 - - 0.02% 1
Non-controlling interests in:
1 Cyient Insights Private Limited - - (0.15%) (7) - - (0.14%) (7)
(refer note 14)
2 Cyient DLM Private Limited - - 0.25% 12 (0.30%) (1) 0.22% 11
(refer note 14)
3 Cyient Solutions and Systems (0.07%) (19) (0.40%) (19) - - (0.37%) (19)
Private Limited (refer note 14)
Joint Venture
Indian
Infotech HAL Limited 0.02% 6 0.10% 5 - 0.10% 5
Total 100% 25,622 100% 4,771 100% 328 100% 5,099
40. Disclosure of additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III
to the Companies Act, 2013
(B). As at and for the year ended March 31, 2018
Net assets, i.e., total
Share of other comprehensive Share in total comprehensive
assets minus total Share of profit or loss
income income
liabilities
Sl
Name of the entity in the Group As % of As % of
No. As % of As % of
consolidated other consolidated total
consolidated Amount consolidated Amount Amount Amount
comprehensive comprehensive
net assets profit or loss
income income
Parent Company
Cyient Limited 84.77% 19,872 83.18% 3,353 (41.98%) (34) 80.71% 3,319
Subsidiaries
Indian
1 Cyient Insights Private Limited (1.22%) (286) (0.32%) (13) 1.23% 1 (0.29%) (12)
2 Cyient DLM Private Limited 0.04% 10 (0.69%) (28) (4.94%) (4) (0.78%) (32)
3 Cyient Solutions and Systems - 1 0.02% 1 - - 0.02% 1
Private Limited
Foreign
1 Cyient Inc. 6.86% 1,608 11.11% 448 155.56% 126 13.96% 574
2 Cyient Europe Limited 2.41% 565 0.97% 39 - - 0.95% 39
3 Cyient GmbH 4.65% 1,090 1.76% 71 (8.64%) (7) 1.56% 64
4 Cyient KK 0.04% 9 1.44% 58 - - 1.41% 58
5 Cyient Australia Pty Limited 2.51% 586 5.90% 238 - - 5.80% 238
6 Cyient Singapore Private Limited (0.07%) (16) (1.64%) (66) - - (1.61%) (66)
7 Cyient Israel Private Limited - (1) (0.02%) (1) - - (0.02%) (1)
Non-controlling interests in:
1 Cyient Insights Private Limited (0.50%) (117) (0.32%) (13) - - (0.32%) (13)
2 Cyient DLM Private Limited 0.51% 120 (0.25%) (10) (1.23%) (1) (0.27%) (11)
Associate
Foreign
Infotech Aerospace Services Inc. - - (1.24%) (50) - - (1.22%) (50)
(refer note 6(iv))
Joint Venture
Indian
Infotech HAL Limited - 1 0.10% 4 - - 0.10% 4
Total 100% 23,442 100% 4,031 100% 81 100% 4,112

Annual Report | 2018-19

237
41. These consolidated financial statements were approved by the Company’s Board of Directors on April 25, 2019.

For and on behalf of the Board of Directors

B.V.R. Mohan Reddy Krishna Bodanapu

Executive Chairman Managing Director and CEO
(DIN - 00058215) (DIN - 05301037)

Ajay Aggarwal Sudheendhra Putty

President & Company Secretary
Chief Financial Oﬃcer (M.No. - F5689)
Place : Hyderabad
Date : April 25, 2019
Annual Report | 2018-19

238
MoU with the
Telangana
Academy for Skill
and Knowledge
A noteworthy HR initiative to
improve the employability and
leadership skills of candidates for
technical fields was taken when
Cyient signed an MoU with the
Telangana Academy for Skill and
Knowledge (TASK) in November
2018.

This industry-academia partnership

leverages Cyient’s engineering
expertise to create a pool of skilled
workforce who can meet industry
requirements in the state of
Telangana.

Our partnership with TASK is aligned

with our focus on skill enhancement
and oﬀers new opportunities to
create more value in the field of
engineering education, for both
students and faculty.

Annual Report | 2018-19

Financial Analysis - Consolidated

Statement of Profit and Loss Summary ` million and percentage
Ind AS I GAAP
2018-19 % 2017-18 % 2016-17 % 2015-16 % 2014-15 %
INCOME
Revenue from operations 46,175 97.2% 39,175 96.3% 36,065 97.5% 31,021 96.6% 27,359 95.7%
Other income 1,340 2.8% 1,519 3.7% 932 2.5% 1,085 3.4% 1,218 4.3%
Total Income 47,515 100.0% 40,694 100.0% 36,997 100.0% 32,106 100.0% 28,577 100.0%
EXPENDITURE
Employee benefits expense 25,374 53.4% 21,877 53.8% 20,490 55.4% 18,125 56.5% 16,756 58.6%
Cost of materials consumed 3,936 8.3% 3,272 8.0% 2,852 7.7% 1,881 5.9% 291 1.0%
Purchases of stock-in-trade 108 0.2% - - - - - - - -
Changes in inventories of finished goods, 141 0.3% (201) -0.5% (110) -0.3% 6 0.0% 168 0.6%
stock-in-trade and work in progress
Excise duty - 0.0% 36 0.1% 207 0.6% 80 0.2% - 0.0%
Operating, administration and other 10,288 21.7% 8,837 21.7% 7,854 21.2% 6,788 21.1% 6,136 21.5%
expenses
Finance costs 326 0.7% 204 0.5% 172 0.5% 164 0.5% 58 0.2%
Depreciation and amortisation expense 1,114 2.3% 1,052 2.6% 953 2.6% 888 2.8% 713 2.5%
Total expenses 41,287 86.9% 35,077 86.2% 32,418 87.6% 27,932 87.0% 24,121 84.4%
Profit before exceptional item, tax and 6,228 13.1% 5,617 13.8% 4,579 12.4% 4,174 13.0% 4,456 15.6%
share of profits from associate and joint
venture
Exceptional item 35 0.1% 50 0.1% 261 0.7% 87 0.3% - 0.0%
Profit before tax and share of profits 6,193 13.0% 5,567 13.7% 4,318 11.7% 4,087 12.7% 4,456 15.6%
from associate and joint venture
Provision for income tax 1,512 3.2% 1,493 3.7% 927 2.5% 1,149 3.6% 1,046 3.7%
Deferred tax (85) -0.2% (113) -0.3% 118 0.3% (138) -0.4% 50 0.2%
Profit before share of profits from 4,766 10.0% 4,187 10.3% 3,273 8.8% 3,076 9.6% 3,359 11.8%
associate and joint venture
Share of profit in associate company and 5 0.0% (156) -0.4% 123 0.3% 125 0.4% 150 0.5%
joint venture
Non-controlling interest 14 0.0% 23 0.1% 42 0.1% 54 0.2% 22 0.0%
Profit for the year 4,785 10.1% 4,054 10.0% 3,438 9.3% 3,255 10.1% 3,532 12.4%
Total other comprehensive income, net 329 0.7% 82 0.2% (33) -0.1% 13 0.0% - 0.0%
of tax
Total comprehensive income for the year 5,114 10.8% 4,136 10.2% 3,405 9.2% 3,268 10.2% - 0.0%
Ratio Analysis - Standalone
Ind AS I GAAP
Ratio analysis for the year ended March 31
2019 2018 2017 2016 2015 2014
Ratio - Financial Performance
Revenue from Operations / Total revenue (%) 90.9% 88.2% 94.1% 91.6% 92.6% 95.9%
Other Income / Total revenue (%) 9.1% 11.8% 5.9% 8.4% 7.4% 4.1%
Employee cost / Total revenue (%) 42.5% 41.4% 47.5% 46.3% 46.1% 44.8%
Administration expenses / Total revenue (%) 24.2% 23.8% 26.2% 26.9% 24.9% 24.2%
Operating expenses / Total revenue (%) 66.6% 65.3% 73.7% 73.2% 71.0% 68.9%
Depreciation / Total revenue (%) 2.9% 3.1% 3.9% 5.0% 4.4% 5.1%
Finance Charges / Total revenue (%) 0.06% 0.04% 0.04% 0.02% 0.04% 0.03%
Tax expense / Total revenue (%) 5.7% 7.6% 4.4% 4.5% 5.1% 6.0%
Tax expense / PBT (%) 18.6% 23.6% 17.5% 18.9% 20.6% 23.0%
EBIDTA / Total revenue (%) 36.7% 35.4% 24.9% 26.2% 29.0% 31.1%
Net Profit (PAT) / Total revenues (%) 24.8% 24.6% 17.2% 17.2% 19.4% 20.0%
Net Profit (PAT) / Average net worth (%) 20.5% 20.4% 13.3% 14.3% 18.3% 20.0%
ROCE (PBIT / Average capital employed*) (%) 25.2% 26.2% 17.3% 17.7% 23.2% 26.0%
Ratios- Balance sheet
Debt-equity ratio - - - - - -
Debtors turnover (Days) 115 105 83 82 84 79
Current ratio 6.07 5.56 5.85 5.46 4.56 5.23
Cash & cash equivalents / Total assets (%) 27.1% 30.0% 30.1% 25.6% 24.0% 35.8%
Cash & cash equivalents / Total revenue (%) 43.3% 50.0% 50.4% 39.5% 31.7% 45.5%
Depreciation / Average gross block (%) 5.8% 6.5% 6.7% 8.8% 8.2% 9.2%
Total Revenue / Average Net Fixed Assets 6.20 5.39 5.21 4.78 4.45 3.92
Total Revenue / Average Total Assets 0.65 0.63 0.67 0.72 0.81 0.85
Ratios - Growth
Revenue from Operations (%) 12.2% 11.4% 3.7% -3.7% 5.7% 16.4%
Total Income (%) 8.9% 18.8% 1.1% -2.7% 9.4% 17.3%
Operating expenses (%) 11.2% 5.2% 1.7% 0.4% 12.7% 14.4%
EBIDTA (%) 4.6% 69.0% -4.2% -12.0% 2.2% 24.8%
Net Profit (%) 9.7% 69.6% 1.5% -13.9% 6.3% 38.3%
Per Share Data
Basic earnings per share (`) 39.07 35.69 21.05 20.77 24.17 22.81
Cash Earnings per share (`) 44.50 40.21 25.84 26.84 29.63 28.56
Book value (`) 202.45 183.12 167.21 149.13 140.67 123.77
Price / Earning, end of year 16.62 19.47 22.21 20.54 20.86 14.28
Price / Cash Earning, end of year 14.59 17.38 18.09 15.90 17.02 11.41
Price / Book value , end of year 3.21 3.82 2.80 2.86 3.58 2.63
Share price as on March 31 (National Stock Exchange) 649.45 698.85 467.50 426.70 504.27 325.80
Annual Report | 2018-19

No. of Share Outstanding as on March 31, (in Millions) 110.47 112.57 112.57 112.48 112.36 111.96
Dividend Per Share (`) 15 13 10.50 7.00 8.00 5.00
Dividend (%) 300% 260% 210% 140% 160% 100%
* Capital employed is considered as total equity excluding long term and short term borrowings.

249
Ratio Analysis - Consolidated
Ind AS I GAAP
Ratio analysis for the year ended March 31
2019 2018 2017 2016 2015 2014
Ratio - Financial Performance
Other Income / Total Revenue (%) 2.8% 3.7% 2.5% 3.4% 4.3% 0.8%
Employee cost / Total Revenue (%) 53.4% 53.8% 55.4% 56.5% 58.6% 61.5%
Operating & Administration expenses / Total Revenue (%) 21.7% 21.7% 21.2% 21.1% 21.5% 19.3%
Depreciation & Amortization / Total Revenue (%) 2.3% 2.6% 2.6% 2.8% 2.5% 3.2%
Finance Charges / Total Revenue (%) 0.7% 0.5% 0.5% 0.5% 0.2% 0.1%
Tax expense / PBT (%) 23.0% 25.7% 23.5% 24.0% 24.6% 29.1%
EBIDTA / Total Revenue (%) 14.0% 14.0% 14.7% 16.0% 18.3% 19.2%
Net Profit / Total Revenue (%) 10.1% 10.0% 9.3% 10.1% 12.4% 12.0%
Net Profit / Average Net Worth (%) 19.5% 18.2% 17.4% 17.8% 20.6% 18.3%
ROCE (PBIT / Average capital employed*) (%) 26.6% 25.9% 22.7% 23.3% 26.3% 24.4%
Ratios- Balance sheet
Debt-equity ratio 0.15 0.13 0.10 0.04 0.03 -
Debtors turnover (Days) 88 80 74 79 83 87
Current ratio 2.61 2.72 2.50 2.69 2.57 4.47
Cash & Cash Equivalents / Total Assets (%) 23.3% 28.0% 27.3% 25.0% 24.2% 35.4%
Cash & Cash Equivalents / Total Revenue (%) 19.1% 23.6% 23.1% 21.3% 21.8% 31.1%
Depreciation & Amortization / Average gross block (%) 8.75% 6.9% 6.8% 6.7% 6.7% 9.3%
Revenue / Average Net Fixed Assets 5.20 4.60 4.99 4.27 6.84 6.29
Revenue / Average Total Assets 1.30 1.24 1.23 1.17 1.21 1.24
Ratios - Growth*
Operating Revenue (%) 17.9% 8.6% 16.3% 0.9% 24.0% 17.8%
Operating Expenses (%) 17.8% 8.1% 16.4% 15.1% 28.1% 17.2%
EBIDTA (%) 17.3% 13.3% 15.7% 4.4% 22.3% 12.3%
Net Profit (%) 18.0% 16.1% 5.6% -18.0% 32.8% 15.1%
Per Share Data
Basic earnings per share (Rs.) 42.43 36.00 30.55 28.95 31.48 23.80
Cash Earnings per share (Rs.) 53.40 45.36 39.01 36.83 37.78 30.19
Book value (Rs.) 231.93 208.24 188.09 162.74 164.12 141.86
Price / Earning, end of year 15.31 19.41 15.30 14.74 16.02 13.69
Price / Cash Earning, end of year 12.16 15.41 11.98 11.59 13.35 10.79
Price / Book value , end of year 2.80 3.36 2.49 2.62 3.07 2.30
Share price as on March 31 (National Stock Exchange) 649.45 698.85 467.5 426.7 504.27 325.80
No. of Share Outstanding as on March 31, (in Millions) 110.47 112.57 112.57 112.48 112.36 111.96
Dividend Per Share (Rs.) 15 13 10.5 7.00 8.00 5.00
Dividend (%) 300% 260% 210% 140% 160% 100%
* Capital employed is considered as total equity excluding long term and short term borrowings.
Annual Report | 2018-19

250
Leadership
Development
Programs
Leadership development continues
to be an area of strategic focus at
Cyient. In FY19, through our flagship
Emerging Leaders and the Business
Leader programs, we helped prepare
more than 50 managers and leaders
to take on more challenging roles and
implement critical initiatives that will
empower Cyient to grow, compete,
and thrive.

This year, we also initiated a pilot

program with a world-renowned
consulting firm to assess and coach
our high-potential business leaders,
help them refine their capabilities,
and emerge as growth-minded
executives. We are also making rapid
progress on a global management
program targeted at developing
senior leadership capabilities and
equipping them with the skill to
navigate business issues, ignite
collaboration, and integrate multiple
perspectives to drive growth.

Annual Report | 2018-19

251
Significant Milestones in the history of the Company
1991 August Infotech Enterprises was incorporated as a private limited company

1995 August The company received its first ISO 9002 certifi cation from BVQi London for its conversion services

1997 March Re-organized as a public limited company; IPO of Equity shares at ` 20 per share and listed in all major
stock exchanges in India
April Acquisition of SRG Infotech, a 16-year-old local software company providing software services in
Oracle and Visual basic client server environments. The acquisition brought into the company the
assets, customers, technologies, employees and over 500 person years of expertise
October Partner in Development with IBM for developing Enterprise wide Information System. Infotech
Enterprises diversifies into Business software development by adding 50 developers, creating an
independent profit centre
1998 December Infotech Enterprises signs a break-through contract to provide GIS conversion, Consulting
and Mapping services worth US$ 5.5 million to Analytical Surveys, Inc. (ASI)
1999 January Infotech Enterprises enters into an agreement with Navionics Italy the world leader in seamless
marine electronic charts for digitization and Conversion services
June Infotech and ASI sign a long term contract for ASI to source US$ 33 million in conversion and software
services from Infotech Enterprises
July Infotech Enterprises establishes a wholly owned subsidiary Infotech Software Solutions Inc. in the
United states of America in the state of California. The Corporation is primarily engaged in the
business of supplying computer software and related services
August Infotech Enterprises announces acquisition of Europe based GIS software solution company-
Dataview Solutions Limited. The company acquired Dataview with an upfront cash payment of US $
1.80 million and issue of stock of Infotech for US $1.80 million over the next two years
September Infotech Enterprises acquires Cartographic Sciences Pvt. Mumbai- India from Analytical Surveys Inc.
September Infotech Enterprises receives an ISO 9001 for its software development services
September Infotech Enterprises earned the coveted Fast Track Award from Smallworld Pte. Ltd. U.K. for
completion of a prestigious GIS project at Bharti Telenet Limited in a record time of five months
November Infotech Enterprises signed a shareholder agreement with Walden Nikko and GE Capital for issue of
equity/optionally convertible debentures aggregating to 11,50,000 equity shares of ` 10 each at a
price of ` 350 each
2000 January Inauguration of the state-of-the-art software development centre spread across 130,000 sq.ft. area
in Infocity - Hyderabad. The state-of-the-art development centre built at an approximate cost of
` 12 crore and can accommodate 4,000 software engineers
April Merger of Cartographic Sciences with the company
May Infotech Enterprises enters into a Master Services Agreement with Pratt & Whitney, a division of
United Technologies Corporation, a Fortune 100 company
October Infotech Enterprises announces the acquisition of a German company, Advanced Graphics Software
GmbH (AGS). AGS is nine-year-old mechanical engineering software and services company
specializing in 3D CAD/CAM
November Infotech Enterprises wins a multimillion dollar GIS project from the Dutch multi-national group,
FUGRO
2001 April Infotech Europe acquires European GIS distributor Map Centric - a leading independent GIS
distributor in Europe
May Infotech Enterprises bags a contract worth US $ 7 million to provide Photogrammetry service to
Triathlon, a leading full fl edged geomatics company in Canada
May Infotech Enterprises ranks 5th among Top Ten Exporters from Andhra Pradesh for the Year
2000-2001
June Infotech Enterprises acquires 10-acres of land to set up a software development campus at
Manikonda, Hyderabad.
July Infotech Enterprises achieves the ISO 9001:2000 from BVQi and joins the list of top few companies in
Annual Report | 2018-19

India and the first company in the GIS sector

2001 August Infotech Enterprises attains the coveted SEI CMM LEVEL 4 certifi cation for its software development
centre at Infocity, Hyderabad
November Infotech Enterprises receives ISO 9001:2000 for Software and Engineering Services lines of business
by BVQi London
December Infotech Enterprises announces the opening of the state-of-the-art Engineering services facility in
Bangalore, India

252
2002 February Infotech Enterprises Announces strategic business relationship with Pratt & Whitney Division of
UTC. Pratt & Whitney to participate with up to ~18% equity stake in Infotech, demonstrating long
term partnering intent and endorsing Infotech Business competence
April Infotech Enterprises achieves SEI CMM Level 5 for its Software Development & Services Division
April Infotech Enterprises’ board recommends issue of Bonus Shares at 1:1 ratio
August Infotech Enterprises bags a major GIS contract from KPN Telecom, the largest telecommunications
company in the Netherlands, to provide spatial data management services.
September Company bags the Federation of Andhra Pradesh Chambers of Commerce & Industry (FAPCCI) Award
for Best Information Technology (IT) Company in the state of Andhra Pradesh (2001-2002)
2003 April Infotech Enterprises attains the best process improvement model-”The Level 5 of the CMMi Version
1.1 for the SW/SE/SS disciplines”
September Infotech Enterprises announces the inauguration of a new development center in Puerto Rico to
provide engineering design services
September Infotech Enterprises signs long term outsourcing contact with Bombardier Transportation to provide
Engineering Services in India
2004 January Infotech Enterprises acquires VARGIS - a GIS Company in the US
July Change in Business Model. Verticalization brought into place
September Infotech Enterprises divests 51% of its stake in Infotech Aerospace Services Inc. in favour of United
Technologies Corporation
September Infotech Enterprises conferred with BS 7799 standards

2005 March Infotech Enterprises acquires Tele Atlas India Pvt. Ltd. Tele Atlas (Netherlands) joins as a strategic
partner with preferential allotment of shares
March Infotech Enterprises opens branch office in Singapore
April Infotech Enterprises opens branch office in Melbourne, Australia
May Inaugurated Geospatial production facility at Frostburg, Maryland, USA
July Infotech Enterprises opens branch office in Dubai
September Wins a landmark GIS contract from KPN Telecom and also signs a 5-year major Engineering Design
Agreement with Alstom Transport
October Completed 5 years of relationship with Pratt & Whitney

2006 March Signs a major GIS contract with GE for Swisscom

December Infotech Enterprises opens branch oﬃce at Canada

2007 June Acquires 74% stake in Geospatial Integra and renamed the company as Infotech Geospatial (India)
Limited
July Preferential allotment of shares to GA Global Investments Limited & Carrier International Mauritius
Limited
August Set up Infotech HAL Limited, a Joint Venture Company with HAL, a Navaratna PSU under the Ministry
of Defence, at Bangalore
2008 October Acquired TTM (India) Private Limited and TTM Inc. made foray into Hitech Vertical
December Established wholly owned subsidiary in Japan

2009 December Infotech Enterprises opens branch oﬃce in Malaysia

2010 January Infotech Enterprises signs a long term engineering services contract with Hamilton Sundstrand
January Acquired Daxcon Engineering Inc., USA (Step down subsidiary)
August Acquired Wellsco Inc., USA (Step down subsidiary)

2011 May Awarded ‘Supplier of the year’ by Boeing

November IGIL becomes a wholly owned subsidiary
2012 October Set up branch in South Korea
Annual Report | 2018-19

October Won Golden Peacock Award for excellence in Corporate Governance

2013 January Inaugurated New Development Centre in SEZ at Kakinada
April Opened oﬃce in Silicon Valley
September Set up branch in Taiwan
November Set up branch in South Africa

253
2014 March Acquired Softential Inc.,
March Commenced process for name change and re-branding
April Mr. Krishna Bodanapu appointed Managing Director & CEO
May Re-branding completed, new logo launched and Company’s name changed to Cyient
August Acquired 51% stake in Invati Insights Pvt. Ltd., Hyderabad
October Set up a subsidiary in Australia
December Won the 14th ICSI National Award for Excellence in Corporate Governance
2015 January Acquired 74% stake in Rangsons Electronics Pvt. Ltd., Mysore
April Mr. B.V.R. Mohan Reddy elected Chairman of National Association of Software Services Companies
(NASSCOM)
July Acquired Pratt & Whitney Global Services Engineering Asia, Singapore
August Divested entire stake in Infotech Enterprises Information Technology Services Private Limited,
a wholly owned subsidiary Launched Digital Library Initiative Launched National Digital Literacy
Mission Centre
September R&D Unit recognised by Department of Scientific and Industrial Research, Ministry of Science and
Technology, Government of India
October Set up step down subsidiary in Czech republic
2016 February Established state of the art development centre in Warangal, Telangana
March ‘Lifetime Achievement Award’ conferred on Mr. B.V.R. Mohan Reddy by Hyderabad Management
Association
Set up a subsidiary in China
May Awarded 2015 Supplier of the Year by Boeing
June Inaugurated Global Design Center in Bengaluru for SMEC
July Set up subsidiary in Israel
August Marked its 25th Anniversary by enabling large scale inclusive ‘Digital Literacy’ Mission
October Mr. B.V.R. Mohan Reddy appointed as the Honorary Consul of the Federal Republic of Germany
November Cyient Europe Limited acquired 100% stake in Blom Aerofilms Limited, UK
December Zinnov Zones 2016 Rates Cyient in the Leadership Zone in Four Industry Verticals
2017 January Secured Prestigious Pratt & Whitney 2016 Supplier Innovation and Productivity Savings Awards
February Cyient Inc. acquired 100% stake in Certon Software Inc, a Florida based company
March Mr. B.V.R. Mohan Reddy awarded the Padma Shri Award, 2017 for distinguished and exceptional
achievement in Trade & Industry
New facility set up at Pune, Maharashtra
April Incorporated Cyient Solutions and Systems Private Limited
September Acquired B&F Design Inc. through US subsidiary
November Recognised as one of ‘India’s most innovative organisations’ by CII
December Divested company’s stake in Infotech Aerospace Services Inc., Puerto Rico
December Voluntarily obtained a rating of CGR 2+ from ICRA for corporate governance practices
2018 February Won Pratt & Whitney awards for supplier innovation and productivity savings
March Adopted a new set of Articles of Association
April Non-resident shareholding in the company limited to 49%
Acquisition of AnSem NV, Belgium through Cyient Europe Limited
May Cyient Insights becomes wholly owned subsidiary
Annual Report | 2018-19

October Incorporated Cyient Urban Micro Skill Centre Foundation, a section 8 company

2019 January Cyient DLM becomes wholly owned subsidiary

February Company commences first ever buyback of its shares
March Dissolved Cyient Insight LLC, USA, a step down subsidiary of the company

254
Shareholders’ Handbook
When was the company founded?
The company was incorporated as Infotech Enterprises Private Limited - a Private Limited company on August 28th, 1991 under
the Companies Act, 1956. The Company was converted into a Public Limited company vide resolution dated 21 April 1995. In May
2014 the company changed its name to Cyient Limited.
What is the company’s area of operations?
Cyient is an acknowledged leader in geospatial services, engineering design services, design-led manufacturing, networks and
operations, data transformation, and analytics. We collaborate with our clients to help them achieve more and together shape a
better future. We call it Designing Tomorrow Together.
Our industry focus includes Aerospace &Defense, rail transportation, off-highway & industrial, power generation, mining, oil &
gas, communications, utilities, infrastructure, geospatial and Navigation, semiconductor and medical technology & Healthcare.
We align closely with the business needs, goals, culture, and core values of our clients. This reflects in the deep, long-standing
relationships we have developed and sustained with some of the leading names in these industries.
We employ over 14,000 people across 48 locations in North America, Europe, and the Asia-Pacific region. Our stock is publicly
traded, and we have a sound track record of growth and profitability. We are committed to developing a sustainable society and
actively promote education and inclusive growth initiatives in communities around us.
Who are the founder members of the company?
The founder members of the company are: Mr. B.V.R. Mohan Reddy, Mrs. B. Sucharitha, and Mr. K. Rajan Babu.
When did the Company have its Initial Public Offer (IPO) and at what price?
The company made its maiden public offer in March 1997 at a price of ` 10 each for cash at a premium of ` 10 per share. The issue
was lead managed by Industrial Development Bank of India (IDBI), Madras. The issue was oversubscribed by 1.56 times.
What is the Vision Statement of the company?
Designing Tomorrow Together. This is our vision and the basis of our brand promise. Three simple words that describe our unique
approach of working with you to improve your business and the lives of your customers.
What are the values of the company?
In our relationships with our clients, stakeholders, and associates, we are guided by our Values FIRST - Fairness, Integrity,
Respect, Sincerity and Transparency.
What is the Quality Policy of the company?
“At Cyient, we are committed to delight our Clients by consistently providing sustainable solutions, complying with the applicable
requirements and continually improving the processes to improve human lives. Cyient focuses on exceeding our Clients’
expectations and failure prevention.
We at Cyient understand and are committed to live up to our brand promise of “Designing Tomorrow Together”.
We at Cyient communicate the Quality Policy within the Organization as well as to interested Parties.”.
What are the Quality Objectives of the company?
Aspire to achieve best-in-class levels of Client, Quality and Delivery performance metrics for the industries we serve as per the
respective roadmaps
Improve or sustain stakeholder’s engagement scores
Focus on building skills and capabilities to keep abreast with the demands of the changing business
Annual Report | 2018-19

Where is the company located?

The company is headquartered in Hyderabad, India and has a global presence across 47 locations. Full details of the locations are
published elsewhere in this Annual Report.

255
What is the address of the company’s registered oﬃce?
The registered oﬃce of the company is located at
4th Floor, ‘A’ Wing
Plot No. 11, Software Units Layout,
Infocity, Madhapur, Hyderabad - 500 081, Telangana
What is the company’s financial year?
The Company follows a financial year that begins on April 1 and ends on March 31.
Who are the company’s auditors and consultants?
Auditors: Deloitte Haskins & Sells
Secretarial Auditors: S. Chidambaram
Internal Auditors: Ernst & Young LLP
Tax advisor: G.P. Associates
Legal Counsel
CRS Associates
Fox Mandal & Associates
What is the history of Bonus issue of Shares at the Company?
Year 1994-95 1995-96 1996-97 2002-03 2006-07 2010-11
Bonus issue ratio 7:5 1:1 1:1 1:1 1:2 1:1

What is the Dividend History of the Company for last five years?

Year 2015 2016 2017 2018 2019

1st 2nd Special 1st 1st 2nd
Dividend Interim Final Final Final ^Interim #Final
Interim Interim Interim Interim Interim Interim
% 60 100 60 80 50 60 100 100 80 80 120 180
^ On 17 October 2018, the Board of Directors declared and paid Interim Dividend of ` 6.00 for the financial year 2018-19.
# The Board has recommended final divided of ` 9.00 for the financial year 2018-19.
What is the number of shareholders in the company in the last five years?

Year ended 31 March 2015 2016 2017 2018 2019

No. of Shareholders 15,028 17,756 20,087 25,385 34,223

What is the market capitalisation of the company for the last five years?

Year ended 31 March 2015 2016 2017 2018 2019

Market Capitalisation (` Million) 56,663.1 47,996.7 52,624.8 78,237.3 71,851.4*
* The company undertook a buy back of its shares.

Is nomination facility available to the shareholders?

Yes. Nomination facility is available to the Shareholders. Shareholders are advised to make use of the nomination facility. For
further details, investors may contact the R&T Agents of the Company.
How does a shareholder go about transferring his shares/having related correspondence?
To transfer shares in physical form and general correspondence regarding shares, shareholders may write to the Company’s
Registrars/the Company -
Annual Report | 2018-19

Karvy Fintech Private Limited

Unit: Cyient Limited
Karvy Selenium Tower B, Plot 31-32,
Financial District, Gachibowli ,Nanakramguda, Hyderabad - 500 032.
Tel : +91-40-6716 1562
Email : mohsin.mohd@karvy.com; einward.ris@karvy.com
Website : www.karvyfintech.com
256
Transfer of shares in electronic form are eﬀected through your depository participant. Please note that the Securities and
Exchange Board of India has issued directives that trading in the scrip of the Company would be in compulsory demat form by all
investors w.e.f. August 28, 2000.
In which stock exchanges are the company’s shares listed and what are the codes?
The company’s equity shares are listed in India on the National Stock Exchange (NSE: CYIENT) and the BSE Limited (BSE: 532175).
What is the company’s ISIN code?
Cyient’s ISIN code is INE136B01020
How many shares are outstanding?
As of March 31, 2019, the company had 11,11,14,589 shares outstanding.
What is the record date and payment date of the interim/final dividend?
You can find the record date/payment date for the last announced dividend in the Announcements section of the Investor page
on our website. These details are also notified to the stock exchanges on the same day of the announcement of the dividend and
available on the BSE and NSE websites.
When is the AGM held?
The Annual General Meeting (AGM) is typically held in mid-July. The formal announcement will be published on the Investors page
of our website, closer to the event. If you are a shareholder, you will receive a formal notice of the meeting, containing details of
the date, time and venue, alongside the Annual Report.
How does a person buy the company’s shares?
The company’s shares can be purchased in the open market in India through either a stock broker or any financial institution that
provides brokerage services at the BSE or NSE.
How can a shareholder access information about the company?
Information about the company is available on its website. Further, all information that is material in nature is notified to stock
exchanges and appropriate advertisements are also issued in the newspapers.
Does the company accept fixed deposits from the public?
The Company does not accept fixed deposits.
How does a shareholder record a change in the address?
For physical holdings, please send a letter, duly signed by the first holder, stating the new address and folio numbers of the shares
you own to our R & T agents. An acknowledgement will be sent to your new address confirming the up-dation of the change in
our records.
In the case of dematerialized holdings, please write to your Depository Participant (DP) intimating them of the change and ask for
a confirmation that their records reflect the new address.
If dividend cheque is lost/was never received/has expired, how to get a fresh cheque re-issued?
Please write to our R&T Agent, with details of folio numbers (in the case of physical holdings) or the DP ID and Client ID in the case
of dematerialized holdings. After verification, they will issue a fresh instrument.
To avoid this problem in the future, you can use the ECS facility in which the dividend amount is automatically credited to the bank
account of your choice. To avail of this facility, give your request to our R&T agent in writing.
Also, you might consider dematerializing your holdings through a Depository Participant. This would not only eliminate the
issues of storage and risk of loss of paper certificates but also ensure automatic crediting of dividends to your bank account.
How does a shareholder re-claim the shares and/or unclaimed dividend transferred to IEPF?
Annual Report | 2018-19

Such shareholders may make an application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in online and send
a physical copy of the same duly signed to the R&T Agent along with requisite documents enumerated in the Form No. IEPF-5.
No claims shall lie against the company in respect of the dividend/shares so transferred to the IEPF.

257
Making Cyient a
Truly Inclusive
Organization
This year, we saw our Diversity &
Inclusion (D&I) eﬀorts recognized
with the prestigious Best Innovative
Practices Award for “Women at
Workplace” at the Gender Equality
Summit hosted by United Nations
Global Compact Network India. The
win highlighted our flexible working
environment and women-friendly
policies that ensure we provide an
inclusive workplace for everyone.

Another key initiative saw the launch

of the global mentoring program
called ‘DIEL’ (Diversity, Inclusivity,
and Equity-driven Leadership)
with the inaugural series being an
all-women program focused on
increasing the number of women
in senior management roles. Such
initiatives and recognitions are only
but the first step toward making
Cyient an organization that enables,
encourages, and celebrates diversity.
Annual Report | 2018-19

258
 Cyient Limited
CIN : L72200TG1991PLC013134
Regd. Oﬃce: 4th Floor, ‘A’ Wing, Plot No. 11, Software Units Layout, Infocity, Madhapur, Hyderabad 500 081
Tel: 91 40 67641322 | Email: company.secretary@cyient.com
Website : www.cyient.com

ATTENDANCE SLIP
(To be presented at the entrance)

28TH ANNUAL GENERAL MEETING

I hereby state that I am a registered shareholder/proxy for the registered shareholder of the company. I hereby record my
presence at the Annual General Meeting of the company being held on Thursday, 6 June 2019 at 3:00 p.m. at L&D Centre
(company’s campus) , Plot No. 2, IT Park, Manikonda, Hyderabad - 500 032, Telangana, or/any adjournment thereof

Name of the attending shareholder: _________________________________________________________________________

(in BLOCK LETTERS)

Name of the proxy: _______________________________________________________________________________________

(to be filled in if proxy attends)

Signature of the shareholder: ______________________________________________________________________________

Signature of proxy: _______________________________________________________________________________________

Regd. Folio Number:

Or DP ID/Client ID _______________________________________________________________________________________

Number of shares held: ____________________________________________________________________________________

Note: 1. Shareholders/proxy holders are requested to bring the Attendance Slips with them duly completed when they
come to the meeting and hand them over at the gate, aﬃxing their signature on them.
2. Shareholders are informed that no duplicate attendance slips will be issued at the venue of the meeting.
Annual Report | 2018-19


259
260
Annual Report | 2018-19
Cyient Limited
 CIN : L72200TG1991PLC013134
Regd. Oﬃce: 4th Floor, ‘A’ Wing, Plot No. 11, Software Units Layout, Infocity, Madhapur, Hyderabad 500 081
Tel: 91 40 67641322 | Email: company.secretary@cyient.com
Website : www.cyient.com

PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014)
Name and Address of the shareholder(s) .......................................................................................................................................
E-mail ID : ................................................................. Folio No./ Dp ID & Client ID ..............................................................
I/We being the shareholder(s) of ....................................................................................Shares of Cyient Limited, hereby appoint

1. Name : ................................................................................................. Email id : ....................................................................

Address.....................................................................................................................................................................................
Signature: ......................................................
or failing him
2. Name : ................................................................................................. Email id : ....................................................................
Address.....................................................................................................................................................................................
Signature: ......................................................
or failing him
3. Name : ................................................................................................. Email id : ....................................................................
Address.....................................................................................................................................................................................
Signature: ......................................................
As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28th Annual General Meeting of the
company on Thursday, 6 June 2019 at 3.00 p.m. at L&D Centre (company’s campus), Plot No. 2, IT Park, Manikonda,
Hyderabad - 500 032, or any adjournment thereof in respect of such resolutions as are indicated below:
Ordinary Business:
1. To receive, consider and adopt, the audited standalone financial statements of the company for the financial year ended
31 March 2019 together with the reports of the board of directors and the auditors thereon and the audited consolidated
financial statements of the company for the financial year ended 31 March 2019, together with the report of the auditors
thereon.
2. To confirm the interim dividend paid during the year and declare the final dividend on equity shares for the financial year
2018-19.
3. To appoint a Director in place of Mr. M.M. Murugappan (DIN: 00170478), who retires by rotation and being eligible, oﬀers
himself for re-appointment as a Director liable to retire by rotation.
4. To appoint M/s. S.R Batliboi Associates LLP, Chartered Accountants, as Statutory Auditors of the company.
Special Business:
5. To appoint Mr. Vikas Sehgal (DIN: 05218876), as an independent director.
6. To appoint Ms. Matangi Gowrishankar (DIN: 01518137), as an independent director.
7. To appoint Mr. Vivek N. Gour (DIN: 00254383), as an independent director.
8. To appoint Mr. Som Mittal (DIN: 00074842), as an independent director.
9. To appoint Mr. B.V.R Mohan Reddy (00058215), as Executive Chairman.
10. To appoint Mr. Krishna Bodanapu (DIN: 05301037), as Managing Director and CEO.
Annual Report | 2018-19

11. To appoint Mr. B. Ashok Reddy as President – Corporate Aﬀairs & Infrastructure.
Aﬃx
Revenue
Signed this ............................... day of ...................... 2019 Stamp


Signature of Shareholder ........................................................ Signature of Proxy holder(s) ..............................................

NOTE: The proxy form must be deposited at the registered oﬃce of the company not less than 48 hours before the meeting.

261
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Annual Report | 2018-19

262
 Electronic Clearing Services (ECS) Mandate Format
To
Karvy Fintech Private Limited
Unit : Cyient Limited
Karvy Selenium Tower-B
Plot No:31-32, Gachibowli,
Financial District, ,Hyderabad - 500 032.

Dear Sir,
FORM FOR ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND
Please fill-in the information in CAPITAL LETTERS and in ENGLISH ONLY.
Please TICK  wherever applicable.
For shares held in physical form -------------For Oﬃce Use Only-------------

Folio No. ECS

Ref.No.

For shares held in electronic form

DP. ID

Client ID

Note: On de-materialization of existing physical shares, for which you have availed ECS facility, this form needs to be
re-submitted to your Depository Participant.

Name of
First holder _________________________________________________________________________

Bank name _________________________________________________________________________

Branch _________________________________________________________________________

IFSC

Please attach a photocopy of a blank cheque of your bank duly cancelled for ensuring accuracy of the
bank’s name, branch.

Account type Savings Current Others

A/c No. (as appearing

on the cheque) ___________________________________________________________________________

Eﬀective date of this

Mandate (ddmmyyyy)

I hereby declare that the particulars given above are correct and complete. If any transaction is delayed or not eﬀected at
Annual Report | 2018-19

all for reasons of incompleteness or incorrectness of information supplied as above, Karvy Fintech Private Limited, will not
be held responsible. I agree to avail the ECS facility provided by RBI, as and when implemented by RBI/Company.

I further undertake to inform the R&T agent of any change in the above particulars.


Place: ___________

Date: __________________ (Signature of First holder)

263
CSS launched the WanderB
VTOL Mini UAV—for extended
range and real-time, versatile
ISR missions, FEBRUARY 2019
In February 2019, CSS added the technologically advanced WanderB VTOL to its portfolio.
The new system overcomes takeoﬀ and landing space limitations with its vertical takeoﬀ and
landing capabilities making it a versatile solution for land and maritime operations.
Annual Report | 2018-19

12.5 Kg 2.5 Hr 50 Km
Takeoﬀ weight Endurance Extended control range

264
GLOBAL PRESENCE
Global Headquarters South Korea India
Cyient Ltd. Cyient Ltd.
Cyient Ltd. 21 F, Seoul Finance Center Cyient IT Park
Plot No. 11 136, Sejong-daero, Jung-gu Plot No- 110A & 110 B
Software Units Layout Seoul 04520 Phase 1, Electronics City
Infocity, Madhapur Tel: + 82 2 3782 4936 Hosur Road
Hyderabad - 500081 Bangalore - 560100
Telangana, India Taiwan Tel: +91 80 6635 6000
Tel: +91 40 6764 1000
Cyient Ltd.
No. 262, Zhuangjing 6th Street Cyient Ltd.
Asia Pacific Plot No. 2, IT Park
Zhubei City, Hsinchu County 30264
Tel: +886 3 668 5522 Nanakramguda
Australia Gachibowli
Cyient Australia Pty Ltd. Japan Hyderabad - 500032
Level 8, 350 Collins Street Telangana
Cyient KK
Melbourne, Victoria 3000 Tel: +91 40 6748 9100
Sho-Building 6F
Tel: +61 3 8605 4815
3-14-5, Nihonbashi
Cyient Ltd.
Chuo-Ku, Tokyo 103-0027
Cyient Australia Pty Ltd. Lanco Hills SEZ
Tel: +81 3 3527 9825
8, Freight Drive Manikonda
Ravenhall Hyderabad 500089
Malaysia
Melbourne, Victoria 3023 Telangana
Cyient Ltd.
Tel: +91 40 6777 5555
Level 28
Cyient Australia Pty Ltd.
The Gardens South Tower
Lvl 4, 81 Flushcombe Rd Cyient Ltd.
Mid Valley City
Blacktown NSW 2148, Sydney NSL SEZ
Lingkaran Syed Putra
Tel: +61 2 8887 8600 Block No. 1
Kuala Lumpur 59200
Plot No. 6, Survey No. 1
Tel: +60 3 2298 7321
Cyient Australia Pty Ltd. IT/TES SEZ, IDA Uppal
34, Toohey Road Hyderabad – 500039
Singapore
Wetherill Park, NSW 2164 Telangana
Sydney Cyient Ltd. Tel: +91 40 6704 3400
1 North Bridge Road
Cyient Ltd. #19-04/05 Cyient Ltd.
45 Ventnor Avenue High Street Center Plot No: 1, 2, 3, 4 & 5A
West Perth, WA 6005 Singapore 179 094 IT SEZ, Sarpavaram
Tel: +61 8 9389 4410 Tel: +65 6 337 2472 Kakinada - 533005
Andhra Pradesh
New Zealand Cyient Singapore Pte Ltd. Tel: +91 884 232 6700
Annual Report | 2018-19

61, Seletar Aerospace View

Cyient Ltd.
Singapore 797560 Cyient Ltd.
PO Box 97999, Manukau 2241
Level 2, 652 Great South Road, Survey No: 410
Manukau, Level 2, 65 Upper Plot No: 14, SEZ Unit
Queen Street, Auckland Hill No: 3
Tel: +64 9 277 8278 Madhurawada(V)
265
Rushikonda, Vizag - 530045 Europe, Middle East, and Africa The Netherlands
Andhra Pradesh Cyient BV Minervum 7491
Tel: +91 891 669 3100 Belgium 4817 ZP Breda Oost, Breda
AnSem NV Tel: +31 76 572 2966
Cyient Ltd. Researchpark Haasrode 1113
Plot No. 1 Esperantolaan 9 AnSem BV
IT Incubation center, 3001 Heverlee, Leuven Hengelosestraat 565
TSIIC, Industrial estate Tel: +32 16 38 65 00 7521 AG Enschede
Madikonda (SEZ), Tel: +31 53 203 2500
Kazipet (M) England
Warangal-506142 Germany
Cyient Europe Ltd.
Telangana
The Space Holborn, Cyient GmbH
Tel: +91 870 3360900
235 High Holborn, Industriestrasse 23
London WC1V 7LE, Stuttgart 70565
Cyient DLM Pvt. Ltd.
United Kingdom Tel: +49 711 414402 0
Plot No. 347 - D1 & D2
KIADB
Cyient Europe Ltd. France
Electronics City
Apex, Forbury Road, Cyient GmbH France
Hebbal Indl. Area
Reading RG1 1AX, 18, Rue Saint Vincent, 78100
Mysore - 570016
United Kingdom Saint-Germain-en-Laye
Karnataka
Tel: +33 130 611673
Tel: +91 821 428 0000
Cyient Europe Ltd.
43/44 Martingale Way Czech Republic
Cyient Ltd.
Marine View Oﬃce Park
602, 6th Floor Cyient s.r.o
Portishead, Bristol, BS20 7AW
79/1-Zero One Building Classic 7 Business Park
Tel: +44 14 5480 9700
Mundhwa Road, Pingle Wasti Jankovcova 1603 / 47a
Pune - 411036 170 00 Prague 7
Cyient Europe Ltd.
Maharashtra Czech Republic
The Astrolabe
Tel: +91 20 3005 8000 Tel: +420 277 008 201
Cheddar Business Park
Wedmore Road
Cyient Ltd. South Africa
Cheddar, Somerset
B-11, Sector 63 Cyient
BS27 3EB
Noida - 201307 255 Anna Wilson Street
Tel: +44 (0) 1934 311 000
Uttar Pradesh Kilnerpark, Pretoria – 0186
Tel: +91 120 669 1000
Switzerland
UAE
Cyient Schweiz GmbH
Cyient Ltd. Cyient Ltd.
C/o AAA services Meier
Plot No. 7, NSEZ, Phase-2 Dubai Airport Free Zone
Franzelli
Annual Report | 2018-19

Noida - 201305 Authority (DAFZA)

Güterstrasse 22, 3008 Bern
Uttar Pradesh P.O. Box 54713, Dubai
Tel: +41 31 382 5082
Tel: +971 50 686 7045

266
Israel Cyient Inc. Cyient Inc.
Cyient Israel India Ltd. 211 N Williamsburg Dr Suite D 3rd Floor
David Ben-Gurion 1, Bnei Brak Bloomington 386, Main Street
Tel: +972 54 811 0200 IL 61704 Middletown, Middlesex
CT 06457
Cyient Inc.
North America 1935 South Alpine Rd Cyient Inc.
Rockford, IL 61108 120 Production Ct
United States of America New Britain CT 06051
Cyient Inc. Cyient Inc.
5301 Linwood Dr Suite C-J 7609 West Jeﬀerson Blvd Cyient Inc.
Paragould Fort Wayne, IN 46804 1401 Nolan Ryan
AR 72450 Expressway
Cyient Inc. Arlington, TX 76011
Cyient Inc. 800 Washington Ave N Tel: +1 817 268 9501
510 East Foothill Blvd Suite 201 Suite 503, Minneapolis
San Dimas MN 55401 Cyient Inc.
CA 91773 14703 Park of Commerce Blvd
Cyient Inc. Jupiter, FL 33478
Cyient Inc. 43-32 22nd Street, 2nd floor Tel: +1 860 310 3758
275 East Hillcrest Dr #200 - #201
Thousand Oaks Long Island City Cyient Defense Services Inc.
CA 91360 NY 11101 15300 Park of Commerce Blvd
Cyient Inc. Jupiter, FL 33478
Cyient Inc. 2141 EBCO Drive Tel: +1 860 310 3758
800 West Cummings Park Suite B, Erie
Suite 6250, Woburn PA 16506 Certon Software Inc.
MA 01801 Suite D 1396
Cyient Inc. South Babcock Street
Cyient Inc. 520 Central Parkway East Melbourne, FL 32901
14440 Cherry Lane Court Suite 101, Plano
Suite 201, Laurel TX 75074 Cyient Inc.
MD 20707 2611, Traceland Drive
Cyient Inc. Tupelo MS 38801
Cyient Inc. 3rd & 4th Floor
6115 Coca Cola Blvd. 99 East River Drive Canada
Columbus, GA 31909 East Hartford, CT 06108 Cyient Canada Inc.
Tel: +1 860 528 5430 Suite 403
Cyient Inc. 7575 Trans-Canada Hwy
Cyient Inc.
Annual Report | 2018-19

Peoria Heights Executive Plaza St. Laurent

4541 N. Prospect Rd, Suite 200 175, Addison Road Québec H4T 1V6
Peoria Heights Windsor, CT 06095 Tel: +1 514 489 0370
IL 61616

267
268
Annual Report | 2018-19

Notes
Notes

Annual Report | 2018-19

269
Vice President of India,
Shri M Venkaiah Naidu, and
Minister of Law & Justice and IT,
Shri Ravi Shankar Prasad, visited
the Cyient ITES Skill Center in
Hyderabad, January 2019.
Annual Report | 2018-19

The Cyient Skill Development Center

was set up to provide vocational training
to youth with lower socioeconomic
status and help them earn a sustainable
livelihood.
270
INNOVATE
…by using the power of digital.

DISRUPT
…markets, processes, and status quo.

LEAD
…stakeholders into the future.
cyient.com
The power
of Ideas
Global Headquarters
Cyient Limited, Plot No. 11, Software Units Layout,
Infocity, Madhapur, Hyderabad - 500 081, India | T: +91 40 6764 1000
Annual Report 2018-19

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