Cyient Limited has issued a postal ballot notice dated 23 April 2026, seeking shareholder approval through remote e-voting for two significant corporate actions: a buyback of equity shares and the re-appointment of its Executive Vice-Chairman and Managing Director. The Board of Directors approved both proposals at its meeting held on 23 April 2026, with the e-voting period commencing on Tuesday, 12 May 2026 at 09:00 A.M. IST and concluding on Wednesday, 10 June 2026 at 05:00 P.M. IST. KFin Technologies Limited has been engaged to facilitate the electronic voting process.

Buyback of Equity Shares

The Company's Board has approved a proposal to buy back up to 64,00,000 (Sixty Four Lakh) fully paid-up equity shares of face value of INR 5 each, through the tender offer route on a proportionate basis. The buyback excludes promoters and members of the promoter group, who have expressed their intention not to participate via letters dated 21 and 22 April 2026. The key parameters of the proposed buyback are summarised below:

The Buyback Offer Size does not include transaction costs such as brokerage, filing fees, advisory fees, applicable taxes including securities transaction tax, goods and services tax, stamp duty, and other incidental expenses. Funds for the buyback will be sourced from current surplus and/or cash balances and/or internal accruals, and not from borrowed funds.

Buyback Price Premium and Financial Position

The Buyback Price of INR 1,125 per Equity Share has been arrived at after considering various factors including volume weighted average market prices on BSE and NSE, price earnings ratio, and impact on financial parameters. The price represents the following premiums over market prices:

As per the latest audited financial statements as at 31 March 2026, the Company reported total paid-up equity capital and free reserves of INR 35,446 Mn on a standalone basis and INR 51,117 Mn on a consolidated basis. The maximum permissible buyback amount under Section 68 of the Companies Act, 2013 and Regulation 4(i) of the Buyback Regulations is INR 8,862 Mn, being 25% of the lower of standalone and consolidated figures. The Company also reported surplus cash of up to INR 9,408 Mn on a standalone basis.

Assuming full participation, the post-buyback shareholding of the Promoter and Promoter Group is expected to increase from 23.28% to 24.70%.

Small Shareholder Reservation

In accordance with Regulation 6 of the Buyback Regulations, 15% of the number of equity shares proposed to be bought back, or the number of equity shares entitled as per the shareholding of small shareholders — whichever is higher — shall be reserved for small shareholders. A "small shareholder" is defined as a shareholder whose equity shares have a market value, based on the closing price on the recognised stock exchange with the highest trading volume as on the Record Date, not exceeding INR 2,00,000 (Indian Rupees Two Lakhs).

Re-appointment of Managing Director

The Board of Directors, at its meeting held on 31 March 2026, approved the re-appointment of Mr. Krishna Bodanapu (DIN: 00605187) as Executive Vice-Chairman and Managing Director for a further period of three years from 03.04.2026 to 03.04.2029, subject to shareholder approval. The re-appointment has been recommended by the Leadership, Nomination & Remuneration Committee (LNRC). The proposed remuneration structure remains unchanged from that approved by members in 2023.

The key terms of his remuneration are as follows:

In his role as Executive Vice-Chairman and Managing Director, Mr. Krishna Bodanapu's responsibilities will include:

• Oversight of strategy and execution in Cyient DLM and Cyient Semiconductors
• Increased focus on international mergers and acquisitions
• Enhanced governance over group entities worldwide
• Ensuring logical growth trajectory for the business
• Oversight of global initiatives impacting future business including sustainability

Mr. Krishna Bodanapu holds 19,22,190 Equity Shares of INR 5 each in the Company and was first appointed to the Board on 24 April 2014. He is an alumnus of the Kellogg School of Management, Northwestern University, with expertise in engineering, business management, and strategy.

E-Voting Process and Key Dates

The postal ballot is being conducted exclusively through remote e-voting, with the cut-off date for eligibility set at 08 May 2026. Mr. Manish Kumar Singhania, Practicing Company Secretary (ACS 22056; CP No. 8068), has been appointed as the Scrutinizer. The results will be announced within two working days from the conclusion of e-voting and communicated to BSE and NSE.

The statutory auditors of the Company, S.R. Batliboi & Associates LLP (ICAI Firm Registration Number 101049W/E300004), have confirmed in their report dated 23 April 2026 that the permissible capital payment has been properly determined in accordance with Section 68(2)(c) of the Companies Act, 2013 and Regulation 4(i) of the SEBI Buyback Regulations, and that the Board has formed the requisite opinion that the Company will not be rendered insolvent within one year from the date of the board meeting.

Cyient Limited has allotted 3,140 equity shares to its associates upon the exercise of stock options, as disclosed in a regulatory filing dated May 06, 2026. The allotment was made under two employee stock option schemes — Plan ASOP 2015 and ARSUS 2020 — and was communicated to both BSE Limited and the National Stock Exchange of India Ltd.

Allotment Details

The key details of the share allotment are summarised below:

The allotment was carried out in accordance with the company's existing employee stock option plans, enabling associates to convert their vested stock options into equity shares of the company.

Regulatory Communication

The disclosure was submitted to the stock exchanges as part of the company's regulatory obligations. The filing was signed by Ravi Kumar Nukala, Deputy Company Secretary of Cyient Limited, and was addressed to both BSE Limited at Dalal Street, Mumbai, and the National Stock Exchange of India Ltd at the Bandra-Kurla Complex, Mumbai.

Cyient Limited is headquartered at the 4th Floor, A Wing, 11 Software Units Layout, Madhapur, Hyderabad – 500 081, India.