Cyient Seeks Shareholder Approval for ₹720 Crore Buyback and Re-appointment of Managing Director via Postal Ballot

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:

Parameter: Details Buyback Price: INR 1,125 per Equity Share Buyback Offer Size: INR 720,00,00,000 (Indian Rupees Seven Hundred Twenty Crores) Maximum Shares to be Bought Back: 64,00,000 fully paid-up equity shares % of Existing Paid-up Equity Share Capital: 5.76% % of Paid-up Capital & Free Reserves (Standalone): 20.31% % of Paid-up Capital & Free Reserves (Consolidated): 14.09% Financial Statements Reference Date: 31 March 2026 Route: Tender Offer via Indian Stock Exchanges Designated Stock Exchange: BSE Limited

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:

Benchmark Period: Premium over BSE VWAP Premium over NSE VWAP Three months ending 14 April 2026: 17.71% 16.53% Two weeks ending 14 April 2026: 34.91% 32.73% Closing price on 13 April 2026: 25.49% 25.54%

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.

Particulars: Standalone (INR in Mn) Consolidated (INR in Mn) Total Paid-up Equity Capital: 556 556 Free Reserves: 34,890 50,561 Total Paid-up Equity Capital and Free Reserves: 35,446 51,117 Maximum Permissible Buyback Amount (25%): 8,862 —

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:

Remuneration Component: Details Salary (Minimum): INR 20,00,000 per month Salary (Maximum): INR 30,00,000 per month Commission: Not to exceed 2.5% of profits as per applicable provisions of the Companies Act, 2013 Perquisites (Maximum): INR 50,00,000 per annum Tenure: 3 years (03.04.2026 to 03.04.2029) Notice Period for Termination: 6 months

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.

Event: Date/Time Cut-off Date for Eligibility: Friday, 08 May 2026 Commencement of E-voting: 09:00 A.M. IST, Tuesday, 12 May 2026 Conclusion of E-voting: 05:00 P.M. IST, Wednesday, 10 June 2026 Date of Deemed Passing of Resolution: Wednesday, 10 June 2026

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 Semiconductors Private Limited has announced the launch of seven new gallium nitride (GaN) power devices for the Indian market, developed in collaboration with Navitas Semiconductor. The launch marks Cyient Semiconductors' first commercial GaN product family and represents a significant milestone in advancing India's domestic power semiconductor ecosystem. The new portfolio is designed to address growing demand for high-efficiency, high-power-density solutions across AI data centers, telecommunications, consumer fast charging, industrial power systems, and e-mobility platforms.

Strategic Collaboration with Navitas Semiconductor

Building on a strategic collaboration announced in December 2025, the partnership enables customers in India to access commercially available GaN power solutions with enhanced local support, supply assurance, and alignment with emerging domestic sourcing initiatives. Under the agreement, Cyient Semiconductors will license Navitas's proven GaN technology for use in India, accelerating the adoption of high-performance GaN solutions across a broad range of markets. In addition, Cyient Semiconductors will serve as a second source for select Navitas GaN devices already in mass production, strengthening supply chain resilience.

Technical Advantages of GaN Power Semiconductors

Compared to traditional silicon devices, GaN power semiconductors offer several performance benefits that make them attractive for next-generation power applications:

Significantly higher switching speeds

Lower conduction losses

Improved thermal efficiency

Reduced power losses and smaller solution size

Simplified thermal management and increased overall system performance

The initial GaN portfolio targets power applications up to 650V, including consumer USB-PD chargers, laptop and mobile adapters, AC-DC power supplies, AI data center and telecommunications power systems, and e-mobility charging platforms.

Product Portfolio: Seven GaN Power ICs

The first wave of products includes seven highly integrated GaN power devices in easy-to-assemble DPAK packages, combining drive, control, and protection functions with integrated EMI management and current sensing. The following table outlines the complete product lineup:

Product Code: Specifications CYPG6148CQ GaN 700V 120mOhm DPAK with driver (QR Topologies) CYPG6148CP GaN 700V 120mOhm DPAK with driver (PFC/HS Topologies) CYPG6146CQ GaN 700V 170mOhm DPAK with driver (QR Topologies) CYPG6146CP GaN 700V 170mOhm DPAK with driver (PFC/HS Topologies) CYPG6145CQ GaN 700V 210mOhm DPAK with driver (QR Topologies) CYPG6144CQ GaN 700V 260mOhm DPAK with driver (QR Topologies) CYPG6143CQ GaN 700V 330mOhm DPAK with driver (QR Topologies)

This level of integration is designed to simplify system design and ease adoption, addressing a critical intersection point for customers in India that prioritize faster time-to-market, high reliability, and system-level efficiency.

Leadership Commentary

Suman Narayan, CEO, Cyient Semiconductors, stated, "With this launch, Cyient Semiconductors is introducing its first family of GaN power ICs, marking our entry into high-performance power semiconductors with a strong roadmap for expansion. Built on Navitas' proven GaN platform, these highly integrated devices are designed to accelerate adoption and support next-generation power applications. This represents the foundation of a broader GaN portfolio that will address the growing power and efficiency demands of AI infrastructure, industrial systems, consumer power, and e-mobility applications."

Chris Allexandre, President and CEO of Navitas Semiconductor, said, "India is a key market in Navitas's high growth, high power strategy with Navitas 2.0. This launch furthers our vision of a robust local supply chain and manufacturing in India for the government's 'Make in India' initiatives. The partnership with Cyient delivers a strong local support infrastructure for our customers as we pivot our India strategy to focus on GaN based product enablement and customer success."

Roadmap and Availability

Cyient Semiconductors plans to expand its GaN portfolio through partnerships with local OSATs. The licensing agreement with Navitas Semiconductor is intended to enable the domestic manufacturing of GaN power devices in India over time. This phased approach prioritizes ecosystem readiness and scale in the near term, while creating a pathway toward deeper technology participation and indigenous value creation. Cyient Semiconductors expects to begin sampling the first set of GaN power products by June 2026. Customers can contact Cyient Semiconductors directly for datasheets, samples, and technical support.