Buyback

19 June 2026 BSE Limited National Stock Exchange of India Limited PJ towers, 25th Floor Dalal Street, Exchange Plaza Bandra Kurla Complex, Mumbai – 400001 Bandra East, Mumbai, Maharashtra Scrip Code: 532175 400051 Scrip Code: CYIENT Dear Sir/ Madam, Sub: Submission of Letter of Offer for Buyback of equity shares In continuation to our letter dated 12 June 2026, please find enclosed a copy of Letter of Offer dated 19 June 2026, containing disclosures as specified in Regulation 8(i)(a) read with Schedule III of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (Buyback Regulations). The letter of offer will be sent through electronic means to eligible shareholders who have registered their email IDs with the depositories/Company and dispatched physically to the shareholders whose email IDs are not registered. Further, the Company had, in view of the level of shareholding of shareholders in the United States at the relevant time, approached the SEC seeking exemptive relief on certain aspects of the tender offer procedures due to conflicting regulatory requirements between Indian and U.S. laws for tender offer Buybacks. However, based on an updated determination undertaken in accordance with the applicable “look-through” requirements prescribed under U.S. securities laws, as of May 22, 2026, shareholders in the United States are determined to hold less than 10% of the Company’s outstanding equity shares. Accordingly, the Buyback qualifies for the “Tier I” exemption under Rule 13e-4(h)(8) under the U.S. Securities Exchange Act of 1934, as amended. In light of the availability of the Tier I exemption, the Company is not required to obtain exemptive or no action relief from the SEC in connection with the Buyback, and the Buyback will be conducted in compliance with the Buyback Regulations and other applicable laws and regulations of India, with such exemptions as are available under U.S. securities laws. A copy of Letter of Offer will be available on the website of the Company at www.cyient.com and the manager to the Buyback, Axis Capital Limited, at www.axiscapital.co.in and on the websites of the respective stock exchanges where shares of the Company are listed, i.e., at www.nseindia.com and www.bseindia.com, and is expected to be made available on the website of the Securities and Exchange Board of India at www.sebi.gov.in. This is for your information and records. Yours Sincerely, For Cyient Limited Sudheendhra Putty Company Secretary and Compliance Officer FCS: 5689 Cyient Ltd. 4th Floor, A Wing, 11 Software CIN: L72200TG1991PLC013134 Units Layout, Madhapur www.cyient.com Hyderabad -500 081 Company.secretary@cyient.com India T +91 40 6764 1000 F +91 40 2311 0352 LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer dated 19 June 2026is being sent to you as a registered Equity Shareholder (as defined below) of Cyient Limited (the Company) as on the Record Date being 17 June 2026(the Record Date), or beneficial owners of fully paid-up equity share(s) of face value of INR 5/-(Indian Rupees Five only) each of the Company (the Equity Shares) as on the Record Date (as per the records made available to the Company by Depositories(as defined below))in accordance with the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended (the Buyback Regulations). If you require any clarifications about the action to be taken, you may consult your Stock Broker (as defined below)or investment consultant or the Manager to the Buyback, i.e., Axis Capital Limited, or the Registrar to the Buyback, i.e., KFin Technologies Limited. Please refer to the section on “Definitions of Key Terms” for the definition of the capitalized terms used herein. Cyient Limited Regd. office:4thFloor, 'A' Wing, Plot No. 11, Software Units Layout, Infocity, Madhapur Hyderabad -500 081, Telangana, India Telephone:+91 40 6764 1322; Email: company.secretary@cyient.com Website: www.cyient.com, CIN: L72200TG1991PLC013134 OFFER TO BUY BACK UP TO 64,00,000 (SIXTY FOUR LAKH) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF INR 5/-(INDIAN RUPEES FIVE ONLY) EACH OF CYIENT LIMITED, REPRESENTINGUP TO5.76% OF THE EXISTING PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY (ON A STANDALONE BASISAS ON 31 MARCH 2026) FROM ALL THE ELIGIBLE SHAREHOLDERS OF EQUITY SHARES OF THE COMPANY, EXCLUDING PROMOTERS, MEMBERS OF PROMOTER GROUP AND PERSON(S)IN CONTROL,AS ON 17 JUNE2026(RECORD DATE) AS PER THE RECORDS MADE AVAILABLE TO THE COMPANY BY DEPOSITORIES AS ON THE RECORD DATE, ON A PROPORTIONATE BASIS (SUBJECT TO SMALL SHAREHOLDER RESERVATION), THROUGH THE “TENDER OFFER” ROUTE AT A PRICE OF INR 1,125/-(INDIAN RUPEES ONE THOUSAND ONE HUNDRED TWENTY FIVE ONLY) PER EQUITY SHARE PAYABLE IN CASH FOR AN AGGREGATE CONSIDERATION OF UP TO INR 720,00,00,000 (INDIAN RUPEES SEVEN HUNDRED TWENTY CRORE ONLY) (BUYBACK). 1. The Buyback is being undertaken in accordance with Article 23 of the Articles of Association of the Company, and the provisions of Sections 68, 69 and 70 and other applicable provisions, if any, of the Companies Act, 2013 (Act), the relevant rules framed thereunder including the Share Capital Rules, the Management Rules, to the extent applicable, the LODR Regulations,including any amendments, statutory modification or re-enactments thereof, for the time being in force, in compliance with the Buyback Regulations read with SEBI Circulars (as defined hereinafter) and subject to such other approvals, permissions, sanctions and exemptions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by thestatutory, regulatory or governmental authorities as may be required under applicable lawswhile granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board. 2. The Buyback is further subject to such conditions and modifications, if any, from time to time from government, regulatory, statutory or relevant authorities as required under applicable laws, including but not limited to Securities and Exchange Board of India (SEBI) and the stock exchanges where the Equity Shares of the Company are listed i.e. the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) (collectively, Indian Stock Exchanges). 3. The Buyback Offer Sizerepresents 20.31% and 14.09% of the aggregate of the paid-up share capital and free reserves of the Company based on the latest audited standalone and consolidated financial statements of the Company, respectively, as at 31 March 2026. As per Regulation 4(i) of the Buyback Regulations, the Buyback Offer Size is within the statutory limit of 25% of the aggregate of the fully paid-up capital and free reserves of the Company based on the standalone and consolidated financial statements of the Company, whichever is lower. 4. This Letter of Offer isbeingsent through electronic means to all the Equity Shareholders of the Company as on the Record Date i.e. 17 June 2026(Eligible Shareholders) in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable. Further, in termsof Regulation 9(ii) of the Buyback Regulations, if the Company receives a request from any Eligible Shareholder to dispatch a copy of this Letter of Offer in physical form, the same shall be provided.Further, in terms of Regulation 9(ii) of the Buyback Regulations theCompany is dispatchinga copy of this Letter of Offer in physical form, the same shall be provided. For Shareholders who have not registered their email addresses, a physical copy will be dispatched. 5. For details of the procedure for tendering shares and settlement, please refer to the “Procedure for Tender/Offer and Settlement”(section23)of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the Tender Form) along with the share transfer form (Form SH-4)(for shareholders holding shares in physi [Showing first 8,000 characters — download PDF for full document]