Directors Report of Cigniti Technologies Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Company''s twenty seventh Annual Report and the Company''s
audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company''s financial performance (Standalone and Consolidated) for the Financial Year ended March 31,
2025 are as follows:

Particulars	2024-	-2025	2023-	-2024
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operations	201,434.09	100,685.02	1,81,501.33	78,872.73
Profit/loss before depreciation, Finance Costs, Tax expense, exceptional items and other income	28,902.74	19,638.51	22,175.54	12,470.44
Less: Depreciation/ Amortisation/ Impairment	3,418.17	2,636.82	3,033.33	2,191.63
Profit/loss before Finance Costs, Tax expense, exceptional items and other income	25,484.57	17,001.69	19,142.21	10,278.81
Less: Finance Costs	298.20	190.70	412.21	215.45
Less: Exceptional items	3,004.83	3,004.83	-	-
Add: Other Income	5,022.06	2,534.56	3,307.58	2,574.31
Profit /loss before Tax Expense	27,203.60	16,340.72	22,037.57	12,637.67
Less: Tax Expense (Current & Deferred)	7,186.18	4,114.92	5,478.37	3,158.65
Profit /loss for the year (1)	20,017.42	12,225.80	16,559.20	9,479.02
Other Comprehensive Income/(loss )(2)	1,839.63	1,469.86	399.12	11.13
Total Comprehensive Income/(loss ) (1 2)	21,857.05	13,695.66	16,958.32	9,490.15
Retained earnings including other comprehensive Income	44,608.01	21,879.42	29,968.65	14,708.23
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Add: Tax benefit on employee share based payments	253.98	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	2,318.96	2,318.96
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	66,719.04	35,575.08	44,608.01	21,879.42

STATE OF AFFAIRS & COMPANY’S PERFORMANCE:

FY2025 was a game-changing year in our growth story, marked by Cigniti''s strategic acquisition by Coforge
Limited—a global leader in digital transformation. This union brought together two complementary forces: Cigniti''s
AI-led, platform-first assurance expertise and Coforge''s domain-rich transformation capabilities. The integration
has unlocked powerful synergies across product engineering, intelligent automation, and GenAI-powered quality
engineering. A dedicated integration office has ensured seamless operational alignment and cultural synergy,
laying a robust foundation for long-term value creation.

We strengthened our leadership in Al-led Digital
Assurance and Engineering. Our proprietary platforms
iNSta™, Zastra™, and BlueSwan™ were further enhanced
with GenAI-driven capabilities, enabling adaptive
testing, AI observability, and risk-based validation across
enterprise landscapes. These innovations have helped
us to scale assurance for over 10,000 digital applications.
Analyst firms like IDC and Gartner have emphasized the
critical need for responsible AI validation-citing the
importance of testing for explainability, fairness, and
safety-areas where we continue to invest and lead.
Client satisfaction remained at a high of 92% (rated 4
out of 4), which is a testament to our delivery excellence
and enduring client trust.

Financial highlights: The Company''s consolidated
total revenue for the financial year 2024-25 was Rs
2,01,434.09 lakhs compared to Rs 1,81,501.33 lakhs in the
previous financial year. The net profit for 2024-25 was
Rs 20,017.42 lakhs as against Rs 16,559.20 lakhs for the
previous year.

On a standalone basis, the total revenue for 2024-25
was Rs 100,685.02 lakhs compared to Rs 78,872.73 lakhs
in the previous year. The net profit for 2024-25 was
Rs 12,225.80 lakhs, as against Rs 9,479.02 lakhs in the
previous year.

During the period under review and on the date of
Board''s Report there was no change in the nature of
Business. The Management''s Discussion & Analysis
(md&a) of the Company''s global business during
the year under review as well as business outlook,
along with a discussion of internal controls & risk
management and mitigation practices, appears
separately in this Annual Report.

TRANSFER TO RESERVES

During the year, the Company has not transferred any
amount to the General Reserves.

DIVIDEND:

During the year, your Company earned profits.
However the Board of Directors have decided not to
recommend dividend instead utilize the profits for the
growth of the Company.

The Company has a Policy for Distribution of Dividend
under Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 This policy
aims at laying down a broad framework for considering
decisions by the Board of the Company, with regard
to the distribution of dividends to shareholders and/
or the retention or reinvestment of profits and the
same is available on the Company''s website at
https://www.cigniti.com/wp-content/uploads/policies/
Dividend-Distribution-policy.pdf? gl=1*lp435j* gcl
au*Nzc1MzYyMDExLjE3NTY0MzcxMzE.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for
the year under review.

FUTURE PROSPECTS AND OUTLOOK

As we step into FY2026, we are strategically poised
to lead the AI-first digital transformation wave. Our
integration with Coforge expands our market access,
enhances domain specialization, and strengthens
our go-to-market synergies-particularly across BFSI,
Healthcare, Travel, Retail, and Utilities. With Global IT
spending projected to surpass $5.6 trillion in 2025
(Gartner), enterprises are prioritizing AI, cloud, and
platform modernization-areas where our offerings
are well-aligned.

To maintain our competitive edge, we are intensifying
our investments in IP innovation, AI-native Centers
of Excellence, and future-ready reskilling. Our people
remain our greatest asset, and through structured
upskilling in AI, DevOps, cloud, and data engineering,
we are equipping our teams to deliver next-gen value.
Our brand harmonization strategy for FY2025-26
is focused on amplifying visibility and consistency
across markets. With a clear strategic vision, expanded
capabilities, and a client-first culture, we are confident
in our ability to drive sustained growth, deepen client
impact, and continue delivering meaningful outcomes
in a dynamic digital economy.

Looking ahead, Cigniti, now Coforge, is well-positioned
to expand its leadership in Al-first assurance validation,
intelligent automation, and product engineering. We
remain sharply focused on deepening impact in high-
growth verticals while leveraging Coforge''s global GTM
ecosystem to tap into new opportunities across North
America, Europe, and ANZ.

With bold investments in GenAI platforms, skill
acceleration, and strategic alliances, we are evolving
into a transformation partner of choice for digital-
first enterprises. FY2025 was not only a year of strong
performance-it marked the beginning of a unified,
innovation-led journey driven by agility, scale, and
purposeful growth.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT & CHANGE IN NATURE OF
BUSINESS, IF ANY

There have been no material changes and
commitments affecting the financial position of the
Company subsequent to the close of the Financial
Year to which Financial Statements relate and the
date of the Report.

BUY BACK OF EQUITY SHARES

During the financial year 2024-25, your company did
not engage in any buyback of securities.

SHARE CAPITAL

During the year, your Company has allotted 96,875 equity shares of Rs10/- each to employees under Cigniti ESOP
scheme. The paid up Equity Share Capital of the Company as on 31st March 2025 is Rs 27,39,69,590/- divided into
2,73,96,959 equity shares of Rs.10/- each.

EMPLOYEE STOCK OPTION SCHEME

During the year, no options were granted to the employees of your Company. During the year, the company
has options under Cigniti ESOP scheme 2013, Cigniti ESOP scheme 2015, Cigniti ESOP Scheme 2022 . The details of
Employees Stock Option Scheme pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014
are provided as Annexure - IV to this Report. Further, information pursuant to Section 62 of the Companies Act, 2013
read with Rules made thereunder and details of the Scheme as specified in Part F of Schedule - I of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on Company''s website and may be
accessed at https://www.cigniti.com/

During the year, a reserve was made towards outstanding of Employee Stock Options (ESOPs) and Employee
Compensation Expenses (Share based payment expenses) for the year ended March 31, 2025, of Rs 148.20 lakhs
for FY2025, which includes Employee Benefit expenses detailed in Note No. 33. for standalone financial statements
and Note No. 32 for consolidated financial statements.

Further, it is confirmed that the Schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and during the year under review there were no material changes in the Scheme.

TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

As per the provisions of Section 124 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 as amended, shares of the shareholders, and dividends declared who have not claimed
dividends for a continuous period of 7 years, from the date of transfer to Unpaid Dividend Account of the Company,
shall be transferred to Investor Education and Protection Fund Authority account. During the financial year 2024¬
25, the company was not required to transfer unpaid or unclaimed dividend amounts to the Investor Education
and Protection Fund (IEPF), as the specified time frame of seven years has not yet elapsed.

Members who have not encashed the dividend warrants / demand drafts so far in respect of the unclaimed
and unpaid dividends declared by the Company for the Financial Year 2020-21 and thereafter, are requested
to make their claims without any delay to the Company''s Registrar and Transfer Agent M/s. Aarthi Consultants
Private Limited, at email id [e-mail] by providing folio no and other necessary details for the
unclaimed dividend as mentioned in the below table. Pursuant to the provisions of IEPF Rules, the Company has
uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company
www.cigniti.com, as also on the website of the Ministry of Corporate Affairs.

Financial Year	Rate of Dividend	Date of Declaration of Dividend	Due date to claim the Dividend
2023-24	Rs 3/- per share	03.11.2023	08.12.2030
2022-23	Rs 2.50/- per share	16.06.2023	21.07.2030
2022-23	Rs 3.00/- per share	16.06.2023	21.07.2030
2021-22	Rs 2.50/- per share	23.06.2022	28.062029
2020-21	Rs 2.50/- per share	04.06.2021	09.07.2028

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. Our directors bring
essential qualifications and experience in general corporate management, strategy, finance, administration, and
other related fields, allowing them to contribute effectively to the Company. None of the Directors are disqualified
under the provisions of the Companies Act, 2013, or the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Details of remuneration as required under Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in
Annexure III of this report.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 the key Managerial Personnel
(KMP) of the Company as on March 31, 2025 :

a) Mr. Pankaj Khanna- Executive Director

b) Mr. Krishnan Venkatachiary, Chief Financial Officer

c) Ms. Naga Vasudha- Company Secretary and
Compliance Officer.

CHANGE IN THE STATUS OF KMPS DURING THE YEAR:

During the year 2024-25, the following changes have
occurred in the key managerial personnel of the
company:

1. Mr. C. Srikanth (DIN: 06441390) resigned as CEO
& Executive Director effective from the close of
business hours on July 6, 2024.

2. Mr. Pankaj Khanna (DIN: 09157176), was appointed
as Executive Director effective from July 6, 2024.

CHANGE IN DIRECTORS

Pursuant to the terms of Share Purchase Agreement
dated 2nd May, 2024 by and amongst the Company,
the promoters and members of the promoter group
of the Company and Coforge Limited, the acquirer
(Coforge Limited) has appointed new Directors in
place of existing Directors on the Board of Cigniti. The
list of all the directors with changes is provided below:

Name of the Director & DIN	Designation
Mr. Sudhir Singh (07080613)	Chairman & Non-Executive Director
Mr. Pankaj Khanna (09157176)	Executive Director
Mr. DK Singh (10485073)	Independent Director
Mr. Manish Sarraf (06415662)	Independent Director
Ms. Mohua Sengupta (09092519)	Independent Director
Mr. Saurabh Goel (08589223)	Non-Executive Director

Directors whose tenure completed or resigned during
the last financial year:

Name of the Director & DIN	Designation
Mr. Phaneesh Murthy (00388525) (resigned w.e.f. July 06, 2024 - close of business hours)	Independent Director
Mr. Ram Krishna Agarwal (00416964) (resigned w.e.f. July 06, 2024 - close of business hours)	Independent Director

Name of the Director & DIN	Designation
Ms. Nooraine Fazal (03110948) (resigned w.e.f. July 06, 2024 - close of business hours)	Independent Director
Mr. Srinath Batni (03110948) (resigned w.e.f. July 06, 2024 - close of business hours)	Independent Director
Mr. C. Srikanth (06441390) (resigned w.e.f. July 06, 2024 - close of business hours)	Executive Director & CEO
Mr. Sudhakar Pennam (01685123) (resigned w.e.f. July 06, 2024 - close of business hours)	Non-Executive Director
Mr. C.V.Subramanyam (00071378) (resigned w.e.f. October 01, 2024 - close of business hours)	Chairman & Non-Executive Director

DECLARATION BY INDEPENDENT DIRECTORS AND
STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the required declaration
from each independent director under Section 149(7)
of the Companies Act, 2013, confirming that he/
she meets the independence criteria as outlined in
the Section 149(6) of the Companies Act, 2013, and
Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that
they have complied with Schedule IV of the Act and
the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations,
the Independent Directors have confirmed that he/
she meets the criteria of independence as provided in
clause (b) of sub-regulation (1) of regulation 16 and that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any external influence.

During the year, Independent Directors of the Company
had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission
and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board of
Directors and Committee(s).

The Directors possess integrity, expertise and
experience in their respective fields.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
DISCLOSURES:

None of the Independent / Non-Executive Directors
have any pecuniary relationship or transactions with
the Company other than sitting fees, commission
and reimbursement of expenses incurred by them for
the purpose of attending meetings of the Company
which in the Judgment of the Board may affect the
independence of the Directors

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Independent Directors are familiarized about the
Company''s operations and businesses. Interaction
with the Business heads and key executives of the
Company is also facilitated. Detailed presentations
on important policies of the Company are also made
to the directors. Direct meetings with the Chairman is
further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group
practices.

The details of familiarisation programme are available
on the Company''s website at https://www.cigniti.com/
familiarization-programme/

BOARD MEETINGS

During the Financial Year 2024-25 , seven (7) Board
meetings of the Company were convened and held
in accordance with the provisions of the Act and the
details of which are given in the Corporate Governance
Report.

COMMITTEES OF THE BOARD

There are various Board constituted Committees
as stipulated under the Act and Listing Regulations
namely Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee, Corporate
Social Responsibility (CSR) Committee and Business
Responsibility Committee. Brief details pertaining to
composition, terms of reference, meetings held and
attendance - of these Committees during the year
have been enumerated in Corporate Governance
report which forms part of the annual report.

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit
Committee were approved by the Board of Directors

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and
178(1) & (3) of the Companies Act, 2013, the Board of
Directors upon recommendation of the Nomination
and Remuneration Committee approved a policy on
Director''s appointment and remuneration, including,
criteria for determining qualifications, positive

attributes, independence of a Director and other
matters The said Policy extract is covered in Corporate
Governance Report which forms part of this Report
and is also uploaded on the Company''s website at
www.cigniti.com.

PERFORMANCE EVALUATION

The Board of Directors had carried out an annual
evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of
the Act and SEBI Listing Regulations. The evaluation was
based on a comprehensive set of criteria finalized by the
board members. The Board considered the evaluation
of the members based on one-on-one meetings,
questionnaire and the directors who were subject
to evaluation did not participate in the process. The
performance evaluation of the Independent Directors
was carried out by the entire Board excluding the
Director being evaluated. The performance evaluation
of the Chairperson and the Non- Independent
Directors was carried out by Independent Directors. The
Nomination and Remuneration Committee reviewed
the performance of individual directors on the basis of
criteria. The Directors expressed their satisfaction with
the evaluation process.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with
the provisions of section 197(12) of the act, read with rule
5(1) and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure -III to this report.

Further, managerial remuneration is also provided in
the Corporate Governance Report. The information
as required under Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is applicable and forms part of
the Report.

However, as per the first proviso to Section 136(1) of
the Act and the second proviso of Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Report and
Financial Statements are being sent to the Members of
the Company excluding the statement of particulars
of employees under Rule 5(2) of the said Rules. Any
Member interested in obtaining a copy of the said
statement may write to the Company Secretary, and
the said annexure is also open for inspection at the
Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act,
2013, the Board of Directors hereby confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards have been

followed and there are no material departures;

(b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year
and of the profit and loss of the company for that
period;

(c) They have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;

(d) They have prepared the annual accounts on a
going concern basis; and

(e) They have laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and operating
effectively.

(f) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
statutory and secretarial auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory
auditors and the reviews performed by management
and the relevant board committees, including the
audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate
and effective during FY 2025.

During the review period, these controls were tested,
and no material weaknesses in design or operation
were identified. Furthermore, no significant issues
concerning the efficiency or adequacy of these
controls were noted.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have
not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies
Act, 2013 and the Indian Accounting Standards Ind AS-
10 and Ind AS-28 on consolidated financial statements,
your Directors have provided the consolidated financial

statements for the financial year ended March 31, 2025
which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / BRANCHES/
ASSOCIATES/ JOINT VENTURES:

Your Company has eight wholly owned foreign
subsidiary companies (WOS), two Indian wholly
owned subsidiary companies (WOS) and two foreign
Branches.

Foreign WOS:

1. Cigniti Technologies Inc., USA,

2. Cigniti Technologies (Canada) Inc., Canada

3. Cigniti Technologies (uk) Limited, UK

4. Cigniti Technologies (Australia) Pty. Limited,
Australia

5. Cigniti Technologies (sg) PTE. Limited, Singapore

6. Cigniti Technologies (cz) Limited s.r.o., Czech
Republic

7. Cigniti Technologies CR LIMITADA , Costa Rica

8. RoundSqr Pty. Limited, Australia

Indian WOS:

1. Gallop Solutions Private Limited

2. Aparaa Digital Private limited

Foreign Branch:

1. Cigniti Technologies Limited, South Africa

2. Cigniti Technologies Limited, Dubai

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules,
2014, a separate statement containing the salient
features of the financial statements of the subsidiary
companies is prepared in Form AOC-1 and is attached
as Annexure-I and forms part of this report.

In accordance with the provisions of the Companies
Act, 2013, the Balance sheet, Statement of Profit and Loss
and other documents of the subsidiary companies are
being made available on the website of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits
during the Financial Year ended March 31, 2025 and
as such, no amount of principal or interest on public
deposits was outstanding as on the date of the
balance sheet.

Since the Company has not accepted any deposits
during the Financial Year ended March 31, 2025,
there are no instances of non-compliance with the
requirements of the Act.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of loans, guarantees or investments made
under section 186 of the companies Act, 2013 are given
in the note No 4 to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were on arm''s length basis
and were in the ordinary course of business. During the
year ended March 31, 2025, there were no materially
significant related party transactions, which had
potential conflict with the interests of the Company at
large.Thetransactions withrelatedparties are disclosed
in Note 34 of Consolidated financial statements and
Note 35 of Standalone financial statements to the
Annual Accounts. In line with the provisions of Section
177 of the Act read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, omnibus approval for
the estimated value of transactions with the related
parties for the financial year is obtained from the Audit
Committee. The transactions with the related parties
are routine and repetitive in nature.

The summary statement of transactions entered
into with the related parties pursuant to the omnibus
approval so granted are reviewed and approved by
the Audit Committee and the Board of Directors on a
quarterly basis.

The Form AOC-2 pursuant to Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith
as Annexure- II to this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY (“CSR”)

The Company has constituted a CSR Committee in
accordance with Section 135 of the Act. The details of
the CSR Policy of the Company, its development and
initiatives taken by the Company on CSR during the
year in terms of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 have been appended
as Annexure-VIII to this Report.

With the mission to discover once again the social
responsibility of developing economic, social and
environmental capital towards sustainability, Cigniti
crafted CSR projects in achieving the mission. Your
Company believes and strives hard in sustainable
development of society in which the enterprise draws
economic and natural resources by enriching its
capacity in contributing to the significant positive
change in the economy.

The said policy is available on the website of the
Company at: https://www.cigniti.com/policies/

DISCLOSURE OF PARTICULARS WITH RESPECT
TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A. Conservation of Energy:

Your Company''s operations are not energy
intensive. Adequate measures have been taken

to conserve energy wherever possible by using
energy efficient computers and purchase of
energy efficient equipment.

B. Technology Absorption:

Your company is a leading global provider of AI and
IP-led Digital Assurance and Engineering services.
We assist companies worldwide in accelerating
their digital transformation, helping them
become digital-first. We are committed to being
client-centric and growth-oriented, delivering
comprehensive and integrated solutions that
are desirable, viable, and feasible for our global
clients. By staying at the cutting edge of emerging
technologies and leveraging these advancements,
we aim to deliver significant business value. Our
emphasis on innovation, design thinking, and
emerging technology trends allows us to harness
these developments for substantial business
benefits.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: t 73141.74 Lakhs
Foreign Exchange Outgo: t 939.38 Lakhs
RISK MANAGEMENT POLICY

The Board of Directors of the Company has a Risk
Management Committee to frame, implement and
monitor the risk management plan for the Company.
The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis.

The development and implementation of risk
management policy has been covered in the
Management Discussion and Analysis, which forms
part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for directors
and employees in conformation with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations, to
report concerns about unethical behavior. Employees
may report their genuine concerns to the Chairman of
the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee.

The policy provides for adequate safeguards against
the victimisation of the director(s)/employee(s) who
avail the vigil mechanism. The details of establishment
of such mechanism has been disclosed on the website
www.cigniti.com.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Policy for determining the material subsidiaries of
the Company is in terms of the amendments in the SEBI
Listing Obligations & Disclosure Regulations, 2015. The
said Policy is available on the Website of the Company
at https://www.cigniti.com/policies/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed
by the regulators /courts that would impact the
going concern status of the Company and its future
operations.

STATUTORY AUDIT AND AUDITORS REPORT

The members of the Company at their Annual General
Meeting held on 23^rd June, 2022 have appointed M/s.
S R Batiliboi & Associates, LLP, as statutory auditors of
the Company to hold office until the conclusion of
29^th Annual General meeting of the Company. The
Auditors'' Report for FY 2024-2025 does not contain
any qualification, reservation or adverse remark.
The Auditors'' Report is enclosed with the financial
statements in this Annual Report. The Company has
received audit report with unmodified opinion for both
Standalone and Consolidated audited financial results
of the Company for the Financial Year ended March 31,
2025 from the statutory auditors of the Company.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13
of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of
Board and its Powers) Rules, 2014 the Company has
appointed M/s. BDO India LLP, Chartered Accountants,
Hyderabad as Internal Auditors for the Financial Year
2024-25.

The Internal Audit teams monitor and evaluate the
efficacy and adequacy of internal control systems
in the Company, its compliance with operating
systems, accounting procedures and policies of
the Company. Based on their reports, the corrective
actions in respective areas are taken to strengthen the
controls. Deviations are reviewed periodically and due
compliance ensured. Summary of Significant Audit
Observations along with recommendations and its
implementations are reviewed by the Audit Committee
and concerns, if any, are reported to Board. There are
no significant audit observations made by Internal
Auditors.

Further, the Company has appointed KPMG Assurance
and Consulting Services LLP as Internal Auditors of the
Company for the Financial Year 2025-26.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section

148(1) of the Act, are not applicable for the business
activities carried out by the Company.

SECRETARIAL AUDITOR & AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board
of Directors have appointed M/s. Ranjeet Pandey
& Associates, Practicing Company Secretaries as
Secretarial Auditors to conduct Secretarial Audit of the
Company for the Financial Year ended March 31, 2025.

Further, the Board of Directors of the Company, on
the recommendation of the Audit Committee, has
approved the appointment of M/s. Ranjeet Pandey &
Associates, Company Secretaries, having peer review
No. 1912/2022, as Secretarial Auditors of the Company
for a term of five consecutive years commencing from
FY 2025-26 till FY 2029-30, subject to approval of the
Members.

The Secretarial Audit Report issued by M/s. Ranjeet
Pandey & Associates; Practicing Company Secretaries
in Form MR-3 is annexed to this Board''s Report as
Annexure - VII.

Directors Explanation to Secretarial Auditor
observations

i. In previous years, the Company made foreign
investments in Cigniti Technologies Inc., USA,
and Cigniti Technologies (Canada) Inc., Canada,
Cigniti Technologies (NZ) Limited in New Zealand
(striked off), Cigniti Technologies CR Limitada in
Costa Rica, Cigniti Technologies (sg) Pte. Ltd in
Singapore and Cigniti Technologies (CZ) Limited
s.r.o, in Czech Republic without obtaining the
necessary ODI/UIN from the Reserve Bank of India
(RBI). As a result, the Company was unable to
submit the required Annual Performance Reports
(APRs) for these subsidiaries. To address this issue,
the Company is actively working on obtaining the
Unique Identification Numbers (UIN) from the RBI
for the aforementioned investments. Once the
UINs are obtained, the Company will promptly file
the pending APRs.

The Company had received a show cause notice
dated September 4, 2023, from Enforcement
Directorate (ED) to show cause as to why the
inquiry should not be held and penalty should
not be imposed against the Company for the
following contraventions:

• Failure to file Advance Remittance Form with
RBI and non-allotment of shares/refund of
amount received in the year 2013 against FDI
of Rs. 151.49 lakhs from M/s Kairos Technologies
Inc., USA within 180 days from the date of
receipt of FDI (Year 2013);

• Failure to furnish ESOP Declaration Form to
the RBI within the stipulated time in respect
of receipt of remittance of Rs. i lakh from an
employee of Cigniti Inc., USA; and

• Failure to timely submit to RBI Annual
Performance Report (APR) in respect of
overseas direct investment (ODI) made in
Cigniti Inc., USA, Gallop Solutions Inc., USA,
Cigniti UK and Cigniti Australia to the tune of
Rs. 6,479.86 lakhs in the years 2012-2017.

The Company had submitted response on
September 25, 2023, against the show cause
notice stating that all the aforementioned
contraventions were unintentional procedural
delays and had requested that the penalty
should not be levied. The Company had made
application to RBI for compounding of delay
in reporting of FCGPR, APRs, ESOP declaration
form and FLA returns from 2011-12 to 2017-18
and has regularised the transaction with M/s
Kairos Technologies Inc., USA. the Company
had received the Compounding order from
RBI dated November 7, 2024, for the aforesaid
non-compliances demanding a penalty of Rs.
13.83 lakhs. The Company had accrued and
paid the penalty amount. The Company is
currently in the process of obtaining closure
letter from ED for this matter.

ii. The Company has filed BRSR report in pdf mode
with in the time limit while xbrl filing is delayed.
Further RPT for half year ended 31st March, 2024
with one day delay. Additionally, the Company
had filed intimation under Regulation 30 regarding
resignation of Director and KMP with in time limit
except that resignation letters have not been
attached.

The Board assures that all necessary steps are being
taken to comply with the regulatory requirements and
to regularize these procedural lapses. The Company
remains committed to adhering to all statutory
obligations and ensuring transparent communication
with regulatory authorities.

ANNUAL RETURN

As required, pursuant to section 92(3) of the Companies
Act, 2013 read with Rule 12(l) of the Companies
(Management and Administration) Rules, 2014 every
company shall place the copy of annual return on the
website of the Company, if any and shall provide the
web-link of the same in this report. Since the Company
has a website, the Annual return is uploaded on the
website of the Company at https://www.cigniti.com/
investors/Annual Return

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015

Business Responsibility & Sustainability Report for 2024¬
25 describing various initiatives taken by the Company
on social, environmental and governance perspective,
is attached at Annexure-VI which forms part of this
report.

The BRSR indicates the Company''s performance
against the principles of the ‘National Guidelines on
Responsible Business Conduct''. This would enable the
Members to have an insight into Environmental, Social
and Governance initiatives of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the
year under review as stipulated under Regulation 34 (e)
read with schedule V, Part B of SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 with
the stock exchange in India is annexed herewith as
Annexure- V to this report.

INSURANCE

The properties and assets of your Company are
adequately insured. Further the Directors have been
adequately covered under D & O policy.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate
Governance as prescribed under the Listing
Regulations. A separate section on Corporate
Governance, forming a part of this Report and the
requisite certificate from the practicing Company
Secretary confirming compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance as Annexure.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING

The Board of Directors have adopted the Insider
Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation, 2015
as amended from time to time. The Insider Trading
Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made
while dealing with shares of the Company, as well as
the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting
of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure
of unpublished price sensitive information and code
of conduct for the prevention of insider trading, is
available on our website https://www.cigniti.com/
code-of-conduct-for-prevention-of-insider-trading/

CEO/CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule
II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO

certification is attached with the annual report as
Annexure-IX.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.

The Company has a Policy on Prevention of Sexual
Harassment of Women at the workplace, in line with
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. The Company believes in providing all
employees a congenial work atmosphere, which is
free from discrimination and harassment, without
regard to caste, religion, marital status, gender,
sexual orientation, etc. During the year, the Company
conducted 46 awareness programs and workshops
at all locations. Employees are required to attend
compulsory awareness and training program on POSH
on our virtual learning platform.

The following is the summary of sexual harassment
complaints received and disposed during the calendar
year.

S.	Particulars	Status of the No.
No.		of complaints received and
		disposed off
1	Number of complaints on Sexual harassment received	Nil
2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	43
5	Nature of action taken by the employer or district officer	Not Applicable

Further, the Company has complied with the applicable
provisions relating to the Maternity Benefits Acts, 1961
during the financial year 2024-25.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no such transactions during the year under review:

a. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year.

b. The details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE

In terms of sub rule 5(vii) of Rule 8 of Companies
(Accounts) Rules, 2014, there are no significant material
orders passed by the Regulators / Courts which would
impact the going concern status of the Company and
its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI).

ACKNOWLEDGEMENTS:

The Board thanks all the customers, vendors,
shareholders and bankers for their continued support
during the year. It places on record its appreciation
for the contribution made by employees of the
company at all levels. The Board also wishes to record
its appreciation for business constituents like SEBI,
BSE, NSE, NSDL, CDSL etc. for their continued support
for the growth of the Company. The Board thanks the
governments of various countries where the company
has operations. It also thanks the Government of
India, particularly the Ministry of Communication and
Information Technology, the Ministry of Commerce, the
Ministry of Finance, the Ministry of Corporate Affairs,
the Customs and Excise Departments, the Income
Tax Department, the Reserve Bank of India, the State
Governments, and other government agencies for
their support, and look forward to their continued
support in the future.

For and on behalf of the Board
Cigniti Technologies Limited
Sd/-

Sudhir Singh

Chairman &

Place: Greater Noida Non Executive Director

Date: July 23, 2025 DIN: 07080613

---

Mar 31, 2024

The Board of Directors are pleased to present the Company''s twenty sixth Annual Report and the Company''s audited financial statements (standalone and consolidated) for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company''s financial performance (Standalone and Consolidated) for the Financial Year ended March 31, 2024 are as follows:

(s lakhs)

Particulars	2023-:	2024	2022-	2023
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operations	1,81,501.33	78,872.73	1,64,758.08	69,664.29
Profit/loss before Depreciation, Finance Costs and Tax Expense	22,175.54	12,470.44	23,770.33	14,527.07
Less: Depreciation/ Amortisation/ Impairment	3,033.33	2,191.63	2,638.35	1,941.71
Profit /loss before Finance Costs and Tax Expense	19,142.21	10,278.81	21,131.98	12,585.36
Less: Finance Costs	412.21	215.45	439.69	207.79
Add: Other Income	3,307.58	2,574.31	1,471.76	1,335.15
Profit /loss before Tax Expense	22,037.57	12,637.67	22,164.05	13,712.72
Less: Tax Expense (Current & Deferred)	5,478.37	3,158.65	5,331.99	3,540.36
Profit /loss for the year (1)	16,559.20	9,479.02	16,832.06	10,172.36
Other Comprehensive Income/(loss )(2)	399.12	11.13	1,096.14	153.68
Total Comprehensive Income/(loss ) (1 2)	16,958.32	9,490.15	17,928.20	10,326.04
Balance of profit /(loss) for earlier years	30,021.97	14,708.23	14,665.54	6,019.13
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	2,318.96	2,318.96	687.70	687.70
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	44,273.34	21,879.42	30,021.97	14,708.23

STATE OF AFFAIRS & COMPANY''S PERFORMANCE:

AI-led digital assurance services are fundamentally transforming how we ensure software quality and reliability in the digital era especially with GenAI significantly enhancing the scope of testing more than ever before. According to Forrester, the testing services market is four times larger than the testing products market. Its estimated value is over $23 billion, up from $21 billion in 2019, with a conservative annual growth rate of 2.5%. Your company has developed its capabilities and IP to harness the potential of AI-led digital assurance services and accelerate the digital transformation journeys of clients across industries and geographies.

Financial highlights: The Company''s consolidated total revenue for the financial year 2023-24 was Rs 1,81,501.33 lakhs, marking a growth of 10.16% compared to Rs 1,64,758.08 lakhs in the previous financial year. The net profit for 2023-24 was Rs 16,559.20 lakhs, slightly down by 1.62% from Rs 16,832.06 lakhs the previous year.

On a standalone basis, the total revenue for 2023-24 was Rs 78,872.73 lakhs, an increase of 13.22% from Rs 69,664.29 lakhs in the previous year. The net profit for 2023-24 was Rs 9,479.02 lakhs, representing a decrease of 6.82% compared to Rs 10,172.36 lakhs in the previous year.

During the period under review and on the date of Board''s Report there was no change in the nature of Business. The Management''s Discussion & Analysis (MD&A) of the Company''s global business during the year under review as well as business outlook, along with a discussion of internal controls & risk management and mitigation practices, appears separately in this Annual Report.

TRANSFER TO RESERVES

During the year, the Company has not transferred any amount to the General Reserves.

DIVIDEND:

During the year, the Company continued its practice of returning surplus cash to shareholders. Based on the Company''s performance, the Directors declared an interim dividend of E 3 per equity share.

The Company has a Policy for Distribution of Dividend under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to the distribution of dividends to shareholders and/or the retention or reinvestment of profits and the same is available on the Company''s website at https://www. cigniti.com/policies/Dividend-Distribution-Policy.pdf.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

FUTURE PROSPECTS AND OUTLOOK

Cigniti Technologies is committed to achieving its ambitions of scaling up and achieving multi-fold growth as a thought leader in AI and IP-led Digital Assurance and Digital Engineering services.

We continue to focus on the priority verticals such as BFSI, HCLS, Travel, Hospitality, Retail, and Energy & Utilities in addition to other industries. Our revenue is growing at a steady pace year-on-year amidst the global industry conditions. We aim to maintain our competitive edge by investing in IP, CoEs, training and development programs for our employees, and implementing cutting-edge technologies in our service offerings. By doing so, we are confident that we will continue to deliver exceptional value to our clients and maintain our position as a leader in digital assurance and digital engineering services.

Additionally, we are investing in upskilling our workforce to stay ahead of the rapidly evolving technology

landscape and be better equipped to deliver cutting-edge and AI-led solutions to our clients. We also continued to introduce new training programs to nurture the culture of innovation and collaboration across the organization.

In the coming FY 2025, We would continue to make significant strides in the world of AI led assurance which we believe will become an important aspect for businesses and global enterprises to stay ahead. We remain committed to delivering exceptional value to our stakeholders and strive to be the partner of choice for digital transformation initiatives.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT & CHANGE IN NATURE OF BUSINESS, IF ANY

There have been no material changes and commitments affecting the financial position of the Company subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report.

BUY BACK OF EQUITY SHARES

During the financial year 2023-24, your company did not engage in any buyback of securities.

SHARE CAPITAL

During the year, your Company has allotted 43125 equity shares of Rs 10/- each to employees under Cigniti ESOP scheme. The paid up Equity Share Capital of the Company as on 31st March 2024 is Rs 27,30,00,840/- divided into 2,73,00,084 equity shares of Rs. 10/- each.

EMPLOYEE STOCK OPTION SCHEME

During the year, no options were granted to the employees of your Company . During the year, the company has options under Cigniti ESOP scheme 2014-I, Cigniti ESOP scheme 2015, Cigniti ESOP Scheme 2022 The details of Employees Stock Option Scheme pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 are provided as Annexure - IV to this Report. Further, information pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder and details of the Scheme as specified in Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on Company''s website and may be accessed at https://www.cigniti.com/

During the year, a reserve was made towards outstanding of Employee Stock Options (ESOPs) and Employee Compensation Expenses (Share based payment expenses) for the year ended March 31, 2024,

of Rs 194.32 lakhs, which includes Employee Benefit expenses detailed in Note No. 33. for standalone financial statements and Note No. 32 for consolidated financial statements.

Further, it is confirmed that the Schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review there were no material changes in the Scheme.

TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

As per the provisions of Section 124 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, shares of the shareholders, and dividends declared who have not claimed dividends for a continuous period of 7 years, from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to Investor Education and Protection Fund Authority account. During the financial year 202324, the company was not required to transfer unpaid or unclaimed dividend amounts to the Investor Education and Protection Fund (IEPF), as the specified time frame of seven years has not yet elapsed.

Members who have not encashed the dividend warrants / demand drafts so far in respect of the unclaimed and unpaid dividends declared by the Company for the Financial Year 2020-21 and thereafter, are requested to make their claims without any delay to the Company''s Registrar and Transfer Agent M/s. Aarthi Consultants Private Limited, at email id [e-mail] by providing folio no and other necessary details for the unclaimed dividend as mentioned in the below table. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company www.cigniti.com, as also on the website of the Ministry of Corporate AffaiRs

Financial Year	Rate of Dividend	Date of Declaration of Dividend	Due date to claim the Dividend
2023-24	Rs 3/- per share	03.11.2023	08.12.2030
2022-23	Rs 2.50/- per share	16.06.2023	21.07.2030
2022-23	Rs 3.00/- per share	16.06.2023	21.07.2030
2021-22	Rs 2.50/- per share	23.06.2022	28.062029
2020-21	Rs 2.50/- per share	04.06.2021	09.07.2028

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. Our directors bring essential qualifications and experience in general corporate management, strategy, finance, administration, and other related fields, allowing them to contribute effectively to the Company. None of the Directors are disqualified under the provisions of the Companies Act, 2013, or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of remuneration as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure III of this report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the key Managerial Personnel (KMP) of the Company as on March 31, 2024 :

a) Mr. C. Srikanth- Executive Director & Chief Executive Officer

b) Mr. Krishnan Venkatachary, Chief Financial Officer

c) Ms Naga Vasudha- Company Secretary and Compliance Officer.

CHANGES IN THE STATUS OF KMPS DURING THE YEAR:

During the year 2023-24, the following changes have occurred in the key managerial personnel of the company:

1. Mr. C.V. Subramanyam (DIN: 00071378) resigned as Managing Director effective from November 3, 2023, and continued as Non-Executive Director.

2. Mr. C. Srikanth (DIN: 06441390), previously a Non-Executive Director, was appointed as Executive Director & Chief Executive Officer effective from January 20, 2024.

Mr. Srinivasa Rao Kandula (DIN: 07412426) who was appointed as additional director of the company by Board of Directors wef 31.03.2023, has withdrawn his consent to be appointed as a Whole-time Director due to personal reasons.

Mr. K. Ch. Subba Rao (DIN: 01685123), a Non-Executive Director of the Company, was proposed for retirement by rotation by the Board of Directors at the 25th Annual General Meeting. However, shareholders did not approve this proposal, leading to his subsequent vacating of the Director''s office.

Mr. C.V. Subramanyam (DIN: 00071378) who was proposed to be appointed as Chairman & Managing Director for another term, has withdrawn his consent to be reappointed as Managing Director and continued as Non-executive Director w.e.f. 1^st July, 2023. Following this, the company received a requisition from eligible members for his appointment as Chairman & Managing Director for another period, but the special resolution did not attain the requisite majority. Later, another requisition was received from eligible shareholders for his appointment to the same position for a five-year term, which was approved by the members on October 13, 2023. However, on November 3, 2023, Mr. C.V. Subramanyam resigned as Managing Director and continued as Chairman & Non-Executive Director.

The Board of Directors has appointed Mr. C. Srikanth (DIN: 06441390) who is a Non-Executive Director as an Executive Director & Chief Executive Officer of the company w.e.f. January 20, 2024 which was approved by the shareholders at their Extraordinary General Meeting held on March 7, 2024. Mr. Srikanth also serves as a Director and Chief Executive officer of, Cigniti Technologies Inc a wholly owned subsidiary. The members subsequently approved this appointment

Upon receipt of the requisition u/s. 160 of the Companies Act, 2013 proposing Mr. Sudhakar Pennam (DIN: 05350817) as a Non-Executive Director for a five-year term and the same was approved by the shareholders at their Extraordinary General Meeting held on March 7, 2024 and appointed Mr.Sudhakar Pennam as a NonExecutive Director for a five-year term.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the required declaration from each independent director under Section 149(7) of the Companies Act, 2013, confirming that he/ she meets the independence criteria as outlined in the Section 149(6) of the Companies Act, 2013, and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/ she meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Directors possess integrity, expertise and experience in their respective fields.

NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2023-24 are also disclosed on the Company''s website at https://www.cigniti.com/investors/familiarisation programme

BOARD MEETINGS

During the Financial Year 2023-24 , eleven (11) Board meetings of the Company were convened and held in accordance with the provisions of the Act and the details of which are given in the Corporate Governance Report.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship

Committee, Risk Management Committee, Corporate Social Responsibility (CSR) Committee and Business Responsibility Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance - of these Committees during the year have been enumerated in Corporate Governance report which forms part of the annual report.

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3) (e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company''s website at www.cigniti.com.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc..

The evaluation process has been explained in the Corporate Governance Report, which forms part of this annual report.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of section 197(12) of the act, read with rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -III to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2024.

During the review period, these controls were tested, and no material weaknesses in design or operation were identified. Furthermore, no significant issues concerning the efficiency or adequacy of these controls were noted.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards Ind AS-10 and Ind AS-28 on consolidated financial statements, your Directors have provided the consolidated financial statements for the financial year ended March 31, 2024 which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / BRANCHES/ ASSOCIATES/ JOINT VENTURES:

Your Company has eight wholly owned foreign subsidiary companies (WOS), two Indian wholly owned subsidiary companies (WOS) and two foreign Branches.

Foreign WOS:

1. Cigniti Technologies Inc., USA,

2. Cigniti Technologies (Canada) Inc., Canada

3. Cigniti Technologies (UK) Limited, UK

4. Cigniti Technologies (Australia) Pty. Limited, Australia

5. Cigniti Technologies (SG) PTE. Limited, Singapore

6. Cigniti Technologies (CZ) Limited s.r.o. , Czech Republic

7. Cigniti Technologies CR LIMITADA , Costa Rica

8. Roundsqr Pty Ltd,. Australia Indian WOS:

1. Gallop Solutions Private Limited

2. Aparaa Digital Private limited Foreign Branch:

1. Cigniti Technologies Limited, South Africa

2. Cigniti Technologies Limited, Dubai

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure-I and forms part of this report.

In accordance with the provisions of the Companies Act, 2013, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there are no instances of non-compliance with the requirements of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note No. 4 to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. During the year ended March 31, 2024, there were no materially significant related party transactions, which had potential conflict with the interests of the Company at large. The transactions with related parties are disclosed in Note No.37 to the Annual Accounts. In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- II to this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY ("CSR")

The Company has constituted a CSR Committee in accordance with Section 135 of the Act. The details of the CSR Policy of the Company, its development and initiatives taken by the Company on CSR during the year in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure-VIII to this Report.

With the mission to discover once again the social responsibility of developing economic, social and

environmental capital towards sustainability, Cigniti crafted CSR projects in achieving the mission. Your Company believes and strives hard in sustainable development of society in which the enterprise draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy.

The said policy is available on the website of the Company at: https://www.cigniti.com.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your company is a leading global provider of AI and IP-led Digital Assurance and Engineering services. We assist companies worldwide in accelerating their digital transformation, helping them become digital-first. We are committed to being client-centric and growth-oriented, delivering comprehensive and integrated solutions that are desirable, viable, and feasible for our global clients. By staying at the cutting edge of emerging technologies and leveraging these advancements, we aim to deliver significant business value. Our emphasis on innovation, design thinking, and emerging technology trends allows us to harness these developments for substantial business benefits.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: E 77603.51 Lakhs Foreign Exchange Outgo: E 926.66 Lakhs RISK MANAGEMENT POLICY

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

The policy provides for adequate safeguards against the victimisation of the director(s)/employee(s) who avail the vigil mechanism. The details of establishment of such mechanism has been disclosed on the website www.cigniti.com.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Policy for determining the material subsidiaries of the Company is in terms of the amendments in the SEBI Listing Obligations & Disclosure Regulations, 2015. The said Policy is available on the Website of the Company at https://www.cigniti. com/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

STATUTORY AUDIT AND AUDITORS REPORT

The members of the Company at their Annual General Meeting held on 23^rd June, 2022 have appointed M/s. S R Batiliboi & Associates, LLP, as statutory auditors of the Company to hold office until the conclusion of 29^th Annual General meeting of the Company. The Auditors'' Report for FY 2023-2024 does not contain any qualification, reservation or adverse remark except observations that daily back up of books of accounts are maintained in servers location outside India and absence of controls on audit trial in Service Organization controls report. The Auditors'' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.

Management Explanation to Statutory Auditor observations

The Management is working with Vendors to comply with audit requirements of maintaining daily-back ups of books of accounts in servers located in India and ensure audit trial feature is enabled in the accounting software.

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. BDO India LLP, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2023-24.

The Internal Audit teams monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on their reports, the corrective actions in respective areas are taken to strengthen the controls. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There are no significant audit observations made by Internal Auditors.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITOR & AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors have appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates; Practicing Company Secretaries in Form MR-3 is annexed to this Board''s Report as Annexure -VII.

Directors Explanation to Secretarial Auditor observations

In previous years, the Company made foreign investments in Cigniti Technologies Inc., USA, and Cigniti Technologies (Canada) Inc., Canada, without obtaining the necessary ODI/UIN from the Reserve Bank of India (RBI). As a result, the Company was unable to submit the required Annual Performance Reports (APRs) for these subsidiaries. To address this issue, the Company is actively working on obtaining the Unique Identification Numbers (UIN) from the RBI for the aforementioned investments. Once the UINs are obtained, the Company will promptly file the pending APRs. Additionally, in compliance with the provisions

of the Foreign Exchange Management Act, 1999 (FEMA), the Company recognizes the need to submit a declaration regarding the issuance of shares to an overseas employee under the Company''s Employee Stock Option Plan (ESOP). The Company has already submitted an application to the RBI to compound these procedural lapses and is awaiting the outcome. Furthermore, the Company received a show cause notice dated September 4, 2023, from the Enforcement Directorate. The notice required the Company to explain why an inquiry should not be held and penalties imposed for certain contraventions under FEMA. These contraventions include the issuance of shares to a resident entity against funds received from an overseas entity and delays in filing requisite documents. The Company has responded to the notice and has also applied to the RBI for compounding these delays.

The Board assures that all necessary steps are being taken to comply with the regulatory requirements and to regularize these procedural lapses. The Company remains committed to adhering to all statutory obligations and ensuring transparent communication with regulatory authorities.

ANNUAL RETURN

As required, pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 every company shall place the copy of annual return on the website of the Company, if any and shall provide the web-link of the same in this report. Since the Company has a website the Annual return is uploaded on the website of the Company at https://www.cigniti.com/ investors/Annual Return

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Business Responsibility Report for 2023-24 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached at Annexure-VI which forms part of this report.

The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- V to this report.

INSURANCE

The properties and assets of your Company are adequately insured. Further the Directors have been adequately covered under D & O policy.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors have adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (https://www.cigniti.com/ investors/insider-trading-policy.pdf)

ceo/cfo certification

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure-IX.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has a Policy on Prevention of Sexual Harassment of Women at the workplace, in line with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The Company believes in providing all employees a congenial work atmosphere, which is

free from discrimination and harassment, without regard to caste, religion, marital status, gender, sexual orientation, etc. During the year, the Company conducted 153 awareness programs and workshops at all locations. Employees are required to attend compulsory awareness and training program on POSH on our virtual learning platform.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

S.	Particulars	Status of the No.
No.		of complaints received and
		disposed off
1	Number of complaints on Sexual harassment	Nil
	received
2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	153
5	Nature of action taken by the employer or district officer	Not Applicable

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

a. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

b. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENTS:

The Board thanks all the customers, vendors, shareholders and bankers for their continued support during the year. It places on record its appreciation for the contribution made by employees of the company at all levels. The Board also wishes to record its appreciation for business constituents like SEBI, BSE, NSE, NSDL, CDSL etc. for their continued support for the growth of the Company. The Board thanks the governments of various countries where the company has operations. It also thanks the Government of

India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board Cigniti Technologies Limited

Sd/-

C.V. Subramanyam Place: Hyderabad Chairman & Non Executive Director Date: 1^st May, 2024 DIN: 00071378

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2023.

The performance during the period ended 31st March 2023 has been as under:

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)
Particulars	2022-2023		2021-	2022
	Consolidated	Standalone	Consolidated	Standalone
Revenue from Operations	1,64,758.08	69,664.29	1,24,180.00	45,551.89
Other Income	1,471.76	1,335.15	1,344.01	1,394.44
Profit/loss before Depreciation, Finance Costs and Tax Expense	25,242.09	15,862.22	14,272.07	7,044.57
Less: Depreciation/ Amortisation/ Impairment	2,638.35	1,941.71	1,615.55	1,338.92
Profit /loss before Finance Costs and Tax Expense	22,603.74	13,920.51	12,656.52	5,705.65
Less: Finance Costs	439.69	207.79	504.60	308.20
Profit /loss before Tax Expense	22,164.05	13,712.72	12,151.92	5,397.45
Less: Tax Expense (Current & Deferred)	5,331.99	3,540.36	2,977.51	1,471.17
Profit /loss for the year (1)	16,832.06	10,172.36	9,174.41	3,926.28
Total Comprehensive Income/(loss )(2)	1,096.14	153.68	176.18	(56.76)
Total (1 2)	17,928.20	10,326.04	9,350.59	3,869.52
Balance of profit /(loss) for earlier years	14,665.54	6,019.13	6,225.17	2,826.89
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	687.70	687.70	700.50	700.50
Less: Dividend paid on Preference Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	30,021.96	14,708.22	14,665.54	6,019.13

STATE OF AFFAIRS/ COMPANY''S PERFORMANCE:

Software has become an integral part of our lives. Your Company''s vision is to help companies improve the quality of software being delivered worldwide. More than 40% of the software development efforts are spent in testing. By focusing on a niche area like software testing, your Company hopes to make a mark in the IT industry. Your Company aims to be a thought leader in software testing using a combination of onsite consulting, offshore test execution and application of tools and frameworks that will reduce the number of post release defects and do it faster.

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 1,64,758.08 lakhs as against Rs. 1,24,180.00 lakhs for the previous financial year. The company recorded a net profit of Rs. 16,832.06 lakhs for the financial year 2022-23 as against the net profit of Rs. 9,174.41 lakhs for the previous year.

On Standalone basis, the total revenue of the Company for the financial year 2022-23 was Rs. 69,664.29 lakhs as against Rs. 45,551.89 lakhs for the previous financial year. The net profit for the financial year 2022-23 is Rs. 10,172.36 lakhs as against the net profit of Rs. 3,926.28 lakhs for the previous year.

During the period under review and the date of Board''s Report there was no change in the nature of Business.

FUTURE PROSPECTS & OUTLOOK

Cigniti Technologies is committed to achieving its ambitions of scaling up and achieving multi-fold growth. In pursuit of this, we have recently made a strategic appointment to our leadership team. Dr. Srinivas Kandula, the ex-Chairman, and CEO of Capgemini India has joined Cigniti as its Executive Director on the Board. Dr. Kandula''s appointment brings a wealth of experience and expertise that will help us navigate our ongoing transformational journey into the digital orbit, which is at the core of any business today. We are confident that Dr. Kandula''s experience will help further accelerate our growth and strengthen our already formidable trajectory.

Last year, with a strategic and complimentary capability-led acquisition of Roundsqr, we were able to deepen our digital engineering capabilities. This shift in our focus towards digital engineering services has opened new opportunities for potentially multi-year engagement with our clients. In the upcoming year, we are placing a significant emphasis on proactive Quality Engineering (qe), Data Engineering, Data & Insights, and Digital Engineering Services (DES). Our objective is to focus on existing accounts and promote up-selling and cross-selling opportunities. We firmly believe that strengthening our strategic partnerships will play a pivotal role in achieving our growth objectives. With our partners, we plan to co-innovate to leverage untapped potential and drive revenue growth.

While we are cautious about Retail and Hi-tech sectors, we continue to focus on other sectors like HCLS, travel, hospitality, energy & utilities and other industries. Our revenue is growing at a steady pace, and we are targeting a 25% increase in revenue from Digital Engineering Services in the coming year. We aim to maintain our competitive edge by investing in training and development programs for our employees and implementing cutting-edge technologies in our service offerings. By doing so, we are confident that we will continue to deliver exceptional value to our clients and maintain our position as a leader in digital assurance and engineering services.

Additionally, we are investing in upskilling our workforce to stay ahead of the rapidly evolving technology landscape and be better equipped to deliver cutting-edge solutions to our clients. We have also introduced

new training programs to foster a culture of innovation and collaboration within the organization.

Moreover, we have expanded our global footprint and established new delivery centers in strategic locations, enabling us to provide our clients with cost-effective solutions while maintaining our high quality.

In the coming year, we plan to strengthen our capabilities in emerging technologies such as AI, Machine Learning, and Blockchain and continue to build long-term partnerships with our clients. We remain committed to delivering exceptional value to our stakeholders and strive to be the partner of choice for digital transformation initiatives.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review and proposes to retain the entire amount in its Statement of Profit and Loss/retained earnings.

DIVIDEND:

Your Directors recommend payment of final dividend of Rs. 5.50/- per equity share of Rs.10/- each (including a special dividend of Rs. 2.50/- per equity share) for the year ended 31st March 2023. The dividend will be paid after approval of members at the ensuing Annual General Meeting (AGM) of the Company. The dividend, if approved by the members at the AGM scheduled on 16th June 2023, will result in cash outflow of Rs. 11,653.82 lakhs.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s website viz. https://www.cigniti.com/ policies/Dividend-Distribution-Policy.pdf.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

BUY BACK OF EQUITY SHARES

During the financial year 2022-23, your company has completed buy-back of 8,33,050 Equity Shares at an average price of Rs. 456.13/- per Equity Share for an aggregate consideration of Rs. 3800 Lakhs. The offer size of the Buyback was 9.94% of the aggregate paid up equity share capital and free reserves of the Company

and represented 2.97% of the total issued and paid up equity share capital of the Company. The buyback process was completed on 29th June 2022 and the shares were extinguished on 4th July 2022.

SHARE CAPITAL

During the year, your Company has allotted 37,500 equity shares of Rs.10/- each to employees under Cigniti ESOP scheme. Further the Company has bought back 8,33,050 Equity Shares of the Company. The paid up Equity Share Capital of the Company as on 31st March 2023 is Rs.27,25,69,590/- divided into 2,72,56,959 equity shares of Rs.10/-each.

EMPLOYEE STOCK OPTION SCHEME

During the year, the company has granted options under Cigniti ESOP scheme 2014-I and Cigniti ESOP scheme 2015. Details of the options up to 31st March 2023 are set out in the Annexure -IV to this report, as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.

TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION:

Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, declared dividends which remained unpaid or unclaimed for a period of seven years has to be transferred by the company to the IEPF, which has been established by the Central Government. The above-referred rules also mandate transfer of shares on which dividend has been unpaid or unclaimed for a period of seven consecutive years to the IEPF. During the Financial year 2022-23, the Company was not required to transfer Un-paid or Unclaimed Dividend amount of Rs. 770394/- to IEPF as it pertains to dividend declared in previous financial year 2021-22 and the specified time frame of seven years has not expired.

Financial Year	Rate of Dividend	Date of Declaration of Dividend	Due date to claim the Dividend
2020-21	Rs. 2.50/- per share	04.06.2021	09.07.2028
2021-22	Rs. 2.50/- per share	23.06.2022	28.06.2029

Members, are requested to make their claims without any delay to the Company''s Registrar and Transfer Agent M/s. Aarthi Consultants Private Limited, at email id:[e-mail] by providing folio no and other necessary details for the unclaimed dividend as mentioned in the above table. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company www.cigniti.com, as also on the website of the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, administration and other allied fields, which enable them to contribute effectively to the Company in their capacity as Directors of the Company. None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (‘Act'') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of Remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in the Annexure -III to this report

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the key Managerial Personnel (kmp) of the Company are Mr.C.V.Subramanyam, Chairman & Managing Director, Mr. C. Srikanth, Director & CEO of Cigniti Technologies Inc; USA, Mr. Krishnan Venkatachary, CFO and Mrs. Naga Vasudha, Company Secretary. There have been no changes in the key managerial personnel during the year.

CHANGES IN DIRECTORS

Mr. Srinivasa Rao Kandula (DIN: 07412426) is being proposed to be appointed as Whole-time Director for a period of 5 years at this Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. K.Ch.Subba Rao (DIN: 01685123), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Further Mr.C.V.Subramanyam who was appointed as Chairman & Managing Director for a period of 3 years with effect from June 30, 2020 and his present term is due to expire on June 30, 2023 the Board in its meeting held on May 2, 2023 considered and approved the re-appointment of Mr. C. V. Subramanyam (DIN No. 00071378) as Chairman & Managing director of the Company subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that he/ she meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

The Directors possess integrity, expertise and experience in their respective fields.

NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director

about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2022-23 are also disclosed on the Company''s website at https://www.cigniti.com/investors/familiarisation programme

BOARD MEETINGS

During the year, nine (9) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act and the details of which are given in the Corporate Governance Report.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance - of these Committees during the year have been enumerated in Corporate Governance report.

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company''s website at www.cigniti.com.

BOARD EVALUATION

In line with the Guidelines and / Rules as prescribed by SEBI and the Companies Act, evaluation of all Board members is performed on an annual basis. The evaluation of all the directors, Committees, Chairman of Board and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation parameters and the process have been explained in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of section 197(12) of the act, read with rule

5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -III to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their respective reports.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards Ind AS-10 and Ind AS-28 on consolidated financial statements, your Directors have provided the consolidated financial statements for the financial year ended March 31, 2023 which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / BRANCHES/ ASSOCIATES/ JOINT VENTURES:

Your Company has seven wholly owned foreign subsidiary companies (WOS), two Indian wholly owned subsidiary companies (WOS) and two foreign Branches.

Cigniti Technologies Inc., USA, (Foreign WOS)

Cigniti Technologies (Canada) Inc., Canada (Foreign WOS)

Cigniti Technologies (UK) Limited, UK (Foreign WOS)

Cigniti Technologies (Australia) Pty. Limited, Australia (Foreign WOS)

Cigniti Technologies (SG) PTE. Limited (Foreign WOS)

Cigniti Technologies (CZ) Limited s.r.o. (Foreign WOS)

Cigniti Technologies CR LIMITADA (Foreign WOS)

Gallop Solutions Private Limited (Indian WOS)

Aparaa Digital Private limited (Indian WOS)

Cigniti Technologies Limited, South Africa (Foreign Branch)

Cigniti Technologies Limited, Dubai (Foreign Branch)

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure-I and forms part of this report.

In accordance with the provisions of the Companies Act, 2013, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and

as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there are no instances of non-compliance with the requirements of the Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. During the financial year 2022-23, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- II to this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY ("CSR")

The Company has constituted a CSR Committee in accordance with Section 135 of the Act. The details of the CSR Policy of the Company, its development and initiatives taken by the Company on CSR during the year in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure-VIII to this Report.

With the mission to discover once again the social responsibility of developing economic, social and environmental capital towards sustainability, Cigniti crafted CSR projects in achieving the mission. Your Company believes and strives hard in sustainable development of society in which the enterprise

draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy.

The said policy is available on the website of the Company at: https://www.cigniti.com.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 71214.29 Lakhs Foreign Exchange Outgo: Rs. 1168.68 Lakhs RISK MANAGEMENT POLICY

The Board of Directors have constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

The policy provides for adequate safeguards against the victimisation of the employees who use the vigil mechanism. The details of establishment of such

mechanism has been disclosed on the website www. cigniti.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

STATUTORY AUDIT AND AUDITORS REPORT

The members of the Company at their Annual General Meeting held on 23rd June, 2022 have appointed M/s. S R Batiliboi & Associates, LLP, as statutory auditors of the Company to hold office until the conclusion of 29th Annual General meeting of the Company. The Auditors'' Report for FY 2022-2023 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2023 from the statutory auditors of the Company.

Directors Explanation to Statutory Auditor observation

The Holding Company and its subsidiaries, incorporated in India maintains its books of account on the cloud,which is managed by a global service provider based in USA. The service provider has confirmed that they ensure that a daily backup is taken of such data as required under law, which is stored on a separate server in USA but not in India. The Company is currently in discussions with the service provider to establish a mechanism to ensure that a copy of such backup is taken in India as well on a daily basis and such activity is expected to be completed in the next year, given the complex nature.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. BDO India LLP, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2022-23.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost

audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITOR & AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors have appointed Mr. S. Chidambaram , Practicing Company Secretary (CP No. 2286 ) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2023.

The Secretarial Audit was carried out and the Report given by the Secretarial Auditor is annexed herewith as Annexure-VII and forms integral part of this Report.

Directors Explanation to Secretarial Auditor observation

In the earlier years, the Company had made foreign investments in Cigniti Technologies Inc., USA and Cigniti Technologies (Canada) Inc., Canada without obtaining ODI/UIN from Reserve Bank of India (RBI). The Company is in the process of obtaining the UIN from Reserve Bank of India regarding the said Investments. Once the same is obtained the company shall file Annual Performance Reports.

ANNUAL RETURN

In accordance with the Companies Act, 2013, a copy of the annual return in the prescribed format is available on the Company''s website at https://www.cigniti.com/ investors/Annual Return

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Business Responsibility Report for 2022-23 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached at Annexure-VI which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- V to this report.

INSURANCE

The properties and assets of your Company are adequately insured. Further the Directors have been adequately covered under D & O policy.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors have adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (https://www.cigniti.com/ investors/insider-trading-policy.pdf)

ceo/cfo certification

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure-IX.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

• Number of complaints received: Nil

• Number of complaints disposed of: Nil

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Wholetime Directors of the Company receive any remuneration or commission from any of its subsidiaries.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

In terms of sub rule 5(vii) of Rule 8 of Companies (Accounts) Rules, 2014, there are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards

ACKNOWLEDGEMENTS:

The Board thanks all the customers, vendors, shareholders and bankers for their continued support during the year. It places on record its appreciation for the contribution made by employees of the company at all levels. The Board also wishes to record its appreciation for business constituents like SEBI, BSE, NSE, NSDL, CDSL etc. for their continued support for the growth of the Company. The Board thanks the governments of various countries where the company has operations. It also thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board Cigniti Technologies Limited

C.V. Subramanyam Place: Hyderabad Chairman & Managing Director Date: 02.05.2023 DIN: 00071378

---

Mar 31, 2019

BOARD’S REPORT

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

The performance during the period ended 31st March, 2019 has been as under:

(Rs. In Lakhs)

Particulars	2018-2019		2017-2018
	Consolidated	Standalone	Consolidated	Standalone
Total Income	84332.10	28991.49	69385.93	24617.58
Total Expenditure	70109.17	22274.23	66091.94	21793.55
Profit (Loss) Before Tax	14222.93	6717.26	3293.99	2824.03
Provision for Tax	(512.83)	745.83	76.66	282.96
Profit (Loss) after Tax	14735.76	5971.43	3217.33	2541.07
Transfer to General Reserves	0	0	0	0
Profit available for appropriation	14735.76	5971.43	3217.33	2541.07
Balance Carried to Balance Sheet	14735.76	5971.43	3217.33	2541.07

STATE OF AFFAIRS/COMPANY’S PERFORMANCE:

Software has become an integral part of our lives. Your Company''s vision is to help companies improve the quality of software being delivered worldwide. More than 40% of the software development efforts are spent in testing. By focusing on a niche like software testing, your Company hopes to make a mark in the IT industry Your Company aims to be thought leaders in software testing using a combination of onsite consulting, offshore test execution and application of tools and frameworks that will reduce the number of post release defects and do it faster

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 84332.10 lakhs as against Rs. 69385.93 lakhs for the previous financial year. The company recorded a net profit of Rs. 14735.76 lakhs for the financial year 2018-19 as against the net profit of Rs. 3217.33 lakhs for the previous year

On Standalone basis, the total revenue of the Company for the financial year 2018-19 was Rs. 28991.49 lakhs as against Rs. 24617.58 lakhs for the previous financial year. The net profit for the financial year 2018-19 is Rs. 5971.43 Lakhs as against the net profit of Rs. 2541.07 lakhs for the previous year

During the period under review and the date of Board''s Report there was no change in the nature of Business.

FUTURE PROSPECTS & OUTLOOK

In the wake of Digital Transformation wave, Organizations of all sizes, globally are witnessing rapid changes in the psyche of their digitally-empowered and omni-channel customers. Increasing product quality expectations with declining patience levels is mandating the need to deliver a premium customer experience assuring software quality at high speeds. New age digital businesses require outstanding QE services that are driven by AI and automation and built for a DevOps environment. We at Cigniti are the World''s largest Independent Quality Engineering company bringing the power of AI to Agile and DevOps, to accelerate the Digital Transformation for our clients. Leveraging AI-driven Quality Engineering, Cigniti is assisting the digital transformation efforts of organizations by assuring high quality at high speed. With our current positioning and market leadership in Quality Engineering, we find ourselves in an extremely favorable spot in the ecosystem and on an aggressive growth path.

In the past few years, the profile of testing services industry has changed; it is no longer about undertaking testing in a more professional way, based on employing career testers only. It is also about scale, automation and adoption of rapid development methodologies. Leading industry analysts such as Gartner, Forrester, Nelson Hall and others have reiterated that specialized testing services market will continue to grow. And we are seeing this acceptance across all geographies which are translating into business deal wins for us. Analysts also have continued to recognize us as Leaders in the Quality Engineering space.

Cigniti''s practical approach with AI-powered continuous testing platforms provide a strongly differentiated value add to our clients. To maintain our position as leaders in Quality Engineering, we continue to forge newer partnerships while foraying into diverse new industry verticals and sub-verticals in an attempt to increase not just the breadth but also the depth of our presence. Our newly appointed board of directors armed with multi-decades of industry experience are playing a crucial role in shaping our vision and aligning the organization to stay relevant in the market. We have continued to get 4/4 on Client satisfaction index from a majority of our customers and this strong trust of clients is helping us win new business, mostly in form of client referrals which are culminating into multimillion-dollar accounts.

These are exciting times for Cigniti with a very strong business revenue pipeline, heightened focus on sales and marketing while we continue to file new patents for our proprietary innovation & intellectual property We have aggressive targets for growth and profitability and look forward to a great year ahead.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

DIVIDEND

Though the Company made profits for the current year, there are unabsorbed carry forward losses, hence your Directors regret their inability to recommend dividend for the year under review. However, once the reserves are build and your Company achieves the leadership position, a generous Dividend policy can be adopted.

TRANSFER TO RESERVES

Your Company has not transferred any amount to reserves during the year under review and proposes to retain the entire amount in its Statement of Profit and Loss/retained earnings.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) 110 and Ind-AS 28 on consolidated financial statements, your Directors have provided the consolidated financial statements for the financial year ended March 31, 2019 which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/BRANCHES/ASSOCIATES/JOINT VENTURES:

Your Company has four wholly owned foreign subsidiary companies (WOS), one Indian wholly owned subsidiary companies (WOS) and two foreign Branches.

Cigniti Technologies Inc., USA, (Foreign WOS)

Cigniti Technologies (Canada) Inc., (Foreign WOS) Cigniti Technologies (UK) Limited, UK (Foreign WOS) Cigniti Technologies (Australia) Pty. Limited, Australia (Foreign WOS)

Gallop Solutions Private Limited (Indian WOS)

Cigniti Technologies Limited, South Africa (Foreign Branch)

Cigniti Technologies Limited, Dubai (Foreign Branch)

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure-A and forms part of this report.

In accordance with the provisions of the Companies Act, 2013, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company i.e. www.cigniti.com.

AUDITORS

The members of the Company at their Annual General Meeting held on 30th June, 2017 have appointed M/s.

5 R Batiliboi & Associates, LLP, as statutory auditors of the Company to hold office until the conclusion of 24th Annual General meeting of the Company

Further your Directors have appointed M/s. Sarath

6 Associates, Chartered Accountants, Hyderabad as internal Auditors in its meeting held on 21st May, 2018. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

Further the Cost Audit is not applicable to your Company

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The statutory auditors'' report and secretarial auditors'' report do not contain any qualifications, reservations or adverse remarks.

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its officers or Employees to the Audit Committee under section 143(12) of the Companies Act.

Report of the secretarial auditor is given as an Annexure F which forms part of this report.

DIRECTOR’S RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors/Secretarial Auditors in their respective reports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 (''Act'') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided confirmations as contemplated under section 149(7) of the Act.

Appointments/Re-appointments

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr K. Ch. Subba Rao, Non-Independent and Non-Executive Director retires by rotation and being eligible, offers himself for re-appointment. During the year, Mr. K. Ch. Subba Rao was re-designated as a Non-Executive, Nondependent Director, w.e.f. 21st May, 2018.

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of Mr K. Ch. Subba Rao seeking re-appointment is given below:

Name	Shri K. Ch. Subba Rao
DIN	01685123
Date of Birth	01/02/1956
Age	63 years
	Mr. K. Ch. Subba Rao is a post graduate in science and has got varied
	experience in Real Estates and other related activities. He has 3 decades
Profile	of rich experience in real estate and logistic business. He is a successful
	entrepreneur who co-founded one of South India''s largest transport and
	logistics organization which continues to grow stronger since inception.
Qualification	Master of Science
Experience and Expertise in specific function	Business and General Administration
area
Terms and conditions of appointment	Appointed w.e.f. 21st May, 2018 as Non-Executive, Non Independent
or re-appointment along with details of	Director liable to retire by rotation as per the provisions of the Companies
remuneration sought to be paid.	Act, 2013 (as amended)
Remuneration last drawn by such person	Nil
Date of first appointment on the Board	01/12/2003
Membership/Chairmanship of Committees of the
Board of Directors of the Company
Other Directorships and Membership of other	Inspiria-Const & Developers Private Limited
Boards	Pixetron Video Display Solutions Private Limited

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. At Cigniti, we believe, a sound corporate governance is critical to enhance and retain investor trust. The goal of corporate governance is to ensure fairness information about the Company for every stakeholder. Our disclosures seek to attain the best practices in international Corporate Governance. A separate section on Corporate Governance for fiscal 2018 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report.

RELATED PARTY TRANSACTIONS

During the year none of the transactions with related parties were covered under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed as Annexure-B.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of section 197(12) of the act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-C to this report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakhs or more, or employed for part of the year and in receipt of Rs. 5 lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure-C to this report.

EMPLOYEE STOCK OPTION SCHEME

During the year, the company had granted options under Cigniti ESOP scheme 2015. Details of the options up to 31st March 2019 are set out in the Annexure-D to this report, as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is included as Annexure-E and forms part of this Report and is disclosed on website of the Company at https://www.cigniti.com/investors

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarization programme held in FY 2018-19 are also disclosed on the Company''s website at https://www.cigniti.com/investors/familiarisation programme.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

CORPORATE SOCIAL RESPONSIBILITY

With the mission to discover once again the social responsibility of developing economic, social and environmental capital towards sustainability, Cigniti crafted CSR projects in achieving the mission. Your Company believes and strives hard in sustainable development of society in which the enterprise draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy. The CSR committee has been formed to achieve the mission and implement the CSR objectives.

An elaborate report on CSR is published elsewhere in this annual report.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 291,49,66,692/Foreign Exchange Outgo: Rs. 14,89,62,536/MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director

The Directors were requested to give following ratings for each criteria:

1. Fair;

2. Satisfactory; and

3. Very satisfactory

The Directors have sent the duly filled forms to Nomination & Remuneration committee. Based on the evaluation done by the Directors, the Committee has prepared a report and submitted the Evaluation Report. Based on the report, the Board of Directors has informed the rankings to each Director and also informed that the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company

COMMITTEES OF THE BOARD

As on March 31, 2019, the Board had five committees: the Audit Committee, the Nomination & Remuneration Committee, the Stakeholder Relationship Committee, the Risk Management Committee and Corporate Social Responsibility Committee.

A detailed note on the composition of the board and its committees is provided in the Corporate Governance report.

BOARD MEETINGS

During the year 2018-19, four Board meetings were held, the details of which are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its future operations.

SHARE CAPITAL

During the year, your Company has allotted 4,16,240 equity shares of Rs. 10/- each to employees under Cigniti ESOP scheme. Consequently, the paid up share capital of the Company has increased to Rs.27,66,42,690/- divided into 2,76,64,269 equity shares of Rs. 10/- each.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

INSURANCE

The properties and assets of your Company are adequately insured. Further the Directors have been adequately covered under D&O policy

RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available on the website of the Company (https://www.cigniti.com/investors/ familiarization programme).

Policy for determining material subsidiaries of the Company is available on the website of the Company (https://www.cigniti.com/investors/Policies).

Policy on dealing with related party transactions is available on the website of the Company (https:// www.cigniti.com/investors/Policies).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the section 177(9) of the Act and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (https://www.cigniti.com/investors/Policies).

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable U.S Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (https://www.cigniti.com/ investors/Code of conduct for prohibition of Insider Trading.pdf).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS

The Board thank customers, vendors, investors and bankers for their continued support during the year. It places on record its appreciation of the contribution made by employees of the company at all levels. The Board thanks the governments of various countries where the company has operations. It also thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, and other government agencies for their support, and looks forward to their continued support in the future.

The Board also wishs to place on record their appreciation of business constituents like SEBI, BSE, NSE, NSDL, CDSL etc. for their continued support for the growth of the Company.

For and on behalf of the Board

Cigniti Technologies Limited

Sd/-

Place: Hyderabad C. V. Subramanyam

Date: 02.05.2019 Chairman & Managing Director

DIN: 00071378

---

Mar 31, 2018

Dear members,

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL SUMMARY:

The performance during the period ended March 31, 2018 has been as under:

(Rs, in Lakhs)

Particulars	2017-2018		2016-2017
	Consolidated	Standalone	Consolidated	Standalone
Total Income	69,417.15	24,617.58	61,949.48	27,494.85
Total Expenditure	66,123.16	21,793.55	1,00,646.48	45,339.17
Profit (Loss) Before Tax	3,293.99	2,824.03	(38,697.00)	(17,844.32)
Provision for Tax	76.66	282.96	785.69	883.66
Profit (Loss) after Tax	3,217.33	2,541.07	(39,482.69)	(18,727.98)
Other Comprehensive Income, Net of Tax	73.27	(129.92)	412.26	143.98
Total Comprehensive Income	3,144.06	2,670.09	(39,894.95)	(18,871.96)
Balance Carried to Balance Sheet	3,144.06	2,670.99	(39,894.95)	(18,871.96)

REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review on consolidated basis was Rs, 69,417.15 lakhs as against Rs, 61,949.48 lakhs for the previous financial year. The company recorded a net profit of Rs, 3,217.33 lakhs for the financial year 2017-18 as against the net loss of Rs, 39,482.69 lakhs for the previous year

On Standalone basis, the total revenue of the Company for the financial year 2017-18 was Rs, 24,617.58 lakhs as against Rs, 27,494.85 lakhs for the previous financial year. The net profit for the financial year 2017-18 is Rs, 2,541.07 Lakhs as against the net loss of Rs, 18,727.98 lakhs for the previous year

future prospects & outlook

In the wake of Digital Transformation wave, organizations of all sizes, globally are witnessing rapid changes in the psyche of their digitally-empowered and omni-channel customers. Increasing product quality expectations with declining patience levels is mandating the need to deliver a premium customer experience assuring software quality at high speeds. We at Cigniti are the WorldRs,s largest Independent Quality Engineering company bringing the power of AI to Agile and DevOps, to accelerate the Digital Transformation for our clients. With our current positioning and market leadership in Quality Engineering, we find ourselves in an extremely favourable spot in the ecosystem and on an aggressive growth path.

In the past two years, the profile of testing services industry has changed; it is no longer about undertaking testing in a more professional way, based on employing career testers only. It is also about scale, automation and adoption of rapid development methodologies. Leading industry analysts such as Gartner, Forrester, NelsonHall and others have reiterated that specialized testing services market will continue to grow. And we are seeing this acceptance across all geographies which are translating into business deal wins for us. Analysts also have continued to recognize us as Leaders in the Quality Engineering space.

To maintain our position as leaders in Quality Engineering, we continue to forge newer partnerships while foraying into diverse new industry verticals and sub-verticals in an attempt to increase not just the breadth but also the depth of our presence. Our newly appointed board of directors, armed with multidecades of industry experience are playing a crucial role in shaping our vision and aligning the organization to stay relevant in the market. We have continued to get 4/4 on Client satisfaction index from a huge majority of our customers and this strong trust of clients is helping us win new business, mostly in form of client referrals which are culminating into multimillion-dollar accounts.

These are exciting times for Cigniti with a very strong business revenue pipeline, heightened focus on sales and marketing while we continue to file new patents for our proprietary innovation & intellectual property. We have aggressive targets for growth and profitability and look forward to a great year ahead. DIVIDEND

Though the Company made profits for the current year, there are unabsorbed carry forward losses, hence your Directors regret their inability to recommend dividend for the year under review. However, once the reserves are build and your Company achieves the leadership position, a generous Dividend policy can be adopted.

RESERVES

The company has not transferred any amount to the reserves.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) 110 on consolidated financial statements, your Directors have provided the consolidated financial statements for the financial year ended March 31, 2018 which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / BRANCHES / ASSOCIATES / JOINT VENTURES:

Your Company has four wholly owned foreign subsidiary companies (WOS), one Indian wholly owned subsidiary companies (WOS) and one foreign Branch.

Cigniti Technologies Inc., USA, (Foreign WOS)

Cigniti Technologies (Canada) Inc., (Foreign WOS) Cigniti Technologies (UK) Limited, UK (Foreign WOS) Cigniti Technologies (Australia) pty. Limited, Australia (Foreign WOS)

Gallop Solutions private Limited (Indian WOS)

Cigniti Technologies Limited, South Africa (Foreign Branch)

During the year under review, Cigniti Software Services Private Limited, a wholly owned subsidiary Company has been struck off from the records of Ministry of Corporate Affairs by Registrar of Companies, Hyderabad due to inactivity. There were no business operations carried out in this subsidiary. Also, the Company was unable to reach out to the erstwhile Directors for regularising the records. As there is no utility value in the said Company and the investments made during the earlier years were negligible, the Board of Directors of the Holding Company, Cigniti Technologies Limited approved the proposal of writing off the investments and removing the Company from Subsidiary list.

Further the Board of Directors of the Holding Company M/s. Cigniti Technologies Limited has considered the proposal of management for shutting down the operations of Cigniti Technologies (New Zealand)

Limited, New Zealand, a wholly owned subsidiary Company as there is no adequate visibility for the line of business operated by the Company Also considering the Company''s expansion strategy in the America and the Europe region and also to eliminate the burning of cash, the Board approved the proposal of the Management for closure of Cigniti Technologies (New Zealand) Limited, New Zealand, a wholly owned subsidiary Company

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure and forms part of this report.

In accordance with the provisions of the Companies Act, 2013, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company has adopted the Indian Accounting Standards with effect from April

01, 2017. Accordingly the Company has restated and reported the financials for the previous year as per Indian Accounting Standards.

STATUTORY AUDITORS AND AUDITORS REPORT

In the previous Annual General meeting, (19^th AGM) the Company has appointed M/s. S R Batiliboi & Associates, LLP, as statutory auditors of the Company to hold office until the conclusion of 24^th Annual General meeting of the Company. The Company has already received a letter from them to the effect that their ratification, if made by the shareholders, would be with in the prescribed limits and that they are not disqualified for re-appointment with in the meaning of Companies Act, 2013 and other applicable provisions. The Board of Directors recommended their re-appointment ratification for the financial year 2018 19.

The Auditors'' Report for the financial year 2017-18 is enclosed with the financial statements in this Annual Report. Further the report does not contain any qualifications or comments.

INTERNAL AUDIT

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Board has appointed M/s. Sarath & Associates, Chartered Accountants, Hyderabad as internal Auditors in its meeting held on May 21, 2018. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

director’s responsibility statement

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

Changes in Directors:

During the year under review, Mr. Ram Krishna Agarwal, Mr. Phaneesh Murthy and Ms. Nooraine Fazal were appointed as Additional Directors w.e.f 30.06.2017 and Mr. Srinath Batni w.e.f. 24.08.2017 in the category of Independent Directors to hold office up to the ensuing Annual General meeting of the Company. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional directors as Independent Directors on the Board of the Company for a term up to five consecutive years. Notice has been received from a Member proposing candidature of the aforesaid Directors for the office of Independent Directors of the Company. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company

Further Mr. K. Ch. Subba Rao was appointed as Independent Director by members in the Annual General Meeting held on 19.09.2014, in terms of Section 149 of the Companies Act, 2013, in the category of ''Non Executive & Independent Director'' for a term of 5 years up to 31.03.2019. The Board proposed to redesignate Mr. K. Ch. Subba Rao as Non-Executive Director and recommended the same for your approval.

Mr. C. Srikanth will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Details of appointment/re-appointment of the director:

S. Name of the No. Director	Date of Qualifications Appointment	No of shares held	Directorships held in other companies
1 Ram Krishna Agarwal	30/6/2017 Chartered Accountant	Nil	1. Bengal NRI Complex Ltd 2. South City Projects (Kolkata) Limited 3. SREI Infrastructure Finance Limited 4. RKA Advisory Services Private Limited 5. Electro Steel Castings Ltd 6. Emami Cement Limited

S. No.	Name of the Director	Date of Appointment	Qualifications	No of shares held	Directorships held in other companies
2	Phaneesh Murthy	30/6/2017	B''Tech in Mechanical Engineering, MBA from IIM, Ahmedabad	Nil	1. Global Edge Software Limited 2. Igate Technology Services Private Limited 3. PM Ventures Private Limited 4.P M Health & Life Care Private Limited
3	Nooraine Fazal	30/6/2017	Masters degree in Management from Boston University	Nil	Nil
4	Srinath Batni	24/8/2017	Masters in mechanical engineering	Nil	1. Global Edge Software Limited 2. Axiscades Engineering Technologies Limited 3. Axilor Ventures Private Limited
5	K. Ch. Subba Rao	21/5/2018	Master of Science	25000	1. Inspiria-Const & Developers Private Limited 2. Pixetron Video Display Solutions Private Limited
6	C. Srikanth	16/9/2013	MS in computer science, PG in Management Program	2500000	1. Gallop Solutions Private Limited 2. Aasaanpay Solutions India Private Limited 3. Tvarita Capital Private Limited

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https://www.cigniti.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At Cigniti, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	https://www.cigniti.com/investors/Policies/board-diversity- policy.pdf
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.	https://www.cigniti. com/investors/ Policies/Nomination& Remuneration Policy.pdf
Corporate Social Responsibility Policy	The policy is framed to outline the formation of the committee which directs the Company in implementing the programs relating to education and any other program as the Board may think fit.	https://www.cigniti. com/investors/ Policies/ corporate social responsibility policy.pdf
Policy on Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	https/www.cigniti. com/investors/ Policies/ Material subsidiaries.pdf
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.cigniti. com/investors/ Policies/ Related party transaction policy.pdf

CORPORATE GOVERNANCE

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Cigniti, we believe, a sound corporate governance is critical to enhance and retain investor trust. The goal of corporate governance is to ensure fairness information about the Company for every stakeholder. Our disclosures seek to attain the best practices in international Corporate Governance. A separate section on Corporate Governance for fiscal 2018 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management''s discussion and analysis is set out in this Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered during the financial year were disclosed in form AOC-2 and is attached as Annexure which forms part of Annual report. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note 34 to the financial statement which sets out related party disclosures and Annexure to this report.

PARTICULARS OF EMPLOYEES:

A table containing the particulars in accordance with the provisions of section 197(12) of the act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure A to this report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs, 60 lakhs or more, or employed for part of the year and in receipt of Rs, 5 lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure B to this report.

EMPLOYEE STOCK OPTION SCHEME

Details of the options up to 31st March 2018 are set out in the Annexure-C to this report, as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations,

2014.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is included as Annexure D and forms part of this Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/ its businesses and the group practices.

The details of familiarization programme held in FY 2017-18 are also disclosed on the Company''s website at https://www.cigniti.com/investors/familiarisation programme.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, the Board had appointed Mr. S. Sarveswar Reddy, Practicing Company Secretary to undertake the secretarial audit of the Company for the year 2017-18. The report of the Secretarial Auditor is enclosed as Annexure E and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY:

With the mission to discover once again the social responsibility of developing economic, social and environmental capital towards sustainability, Cigniti crafted CSR projects in achieving the mission. Your Company believes and strives hard in sustainable development of society in which the enterprise draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy. The CSR committee has been formed to achieve the mission and implement the CSR objectives.

The Company has adopted the CSR policy and budget outlay of Rs, 42 Lakhs has been approved by the Board of Directors for the year 2017-18 and the entire amount has been spent towards the Corporate Social Responsibility programme. For the year 2018-19, the average profits for the preceeding three financial years is Rs, 41.45 lakhs which has been approved by CSR Committee as budget outlay to be spent towards CSR program.

The details on CSR corpus and amount spent, projects for which funds are utilized have been disclosed as part of Corporate Governance Report.

DISCLOSURE OF pARTICULARS WITH RESpECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORpTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs, 2,30,45,05,930/Foreign Exchange Outgo: Rs, 9,16,43,492/MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,

2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given evaluation forms of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory

The Directors have sent the duly filled forms to Nomination & Remuneration committee. Based on the evaluation done by the Directors, the Committee has prepared a report and submitted the Evaluation Report. Based on the report, the Board of Directors has informed the rankings to each Director and also informed that the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.

BOARD MEETINGS:

During the year 2017-18, five Board meetings were held, the details of which are given in the Corporate Governance Report.

pARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS pASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its future operations.

SHARE CApITAL:

During the year, your Company has allotted 7,38,499 equity shares of Rs, 10/- each to employees under Cigniti ESOP scheme. Consequently, the paid up share capital of the Company has increased to Rs, 27,24,80,290/- divided into 2,72,48,029 equity shares of Rs, 10/- each.

pUBLIC DEpOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

INSURANCE:

The properties and assets of your Company are adequately insured. Further the Directors have been adequately covered under D & O policy

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable US Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (https://www.cigniti.com/investors/ insider-trading-policy.pdf)

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

The Board thanks customers, vendors, investors and bankers for their continued support during the year. It places on record its appreciation of the contribution made by employees of the company at all levels. The Board thanks the governments of various countries where the company has operations. It also thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, and other government agencies for their support, and looks forward to their continued support in the future.

The Board also wishes to place on record its appreciation of business constituents like SEBI, BSE, NSE, NSDL, CDSL etc. for their continued support for the growth of the Company.

For and on behalf of the Board Cigniti Technologies Limited

Place: Hyderabad C.V. Subramanyam

Date: May 21, 2018 Chairman & Managing Director

DIN: 00071378

---

Mar 31, 2017

Dear members,

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL SUMMARY:

The performance during the period ended March 31, 2017 has been as under:

(Rs. In Lakhs)

Particulars	2016-2017		2015-2016
	Consolidated	Standalone	Consolidated	Standalone
Total Income	62,671.31	27,683.45	59,824.85	20,590.98
Total Expenditure	1,01,168.64	45,328.09	51,421.68	16,246.09
Profit (Loss) Before Tax	(38,49733)	(17,644.64)	8,403.17	4,344.89
Provision for Tax	628.25	726.22	3,435.57	1,148.46
Profit (Loss) after Tax	(39,125.58)	(18,370.86)	4,967.60	3,196.43
Transfer to General Reserves	NIL	NIL	NIL	NIL
Profit available for appropriation	(43,823.78)	(21,065.36)	4,96760	3,196.43
Balance Carried to Balance Sheet	(43,823.78)	(21,065.36)	4,96760	3,196.43

REVIEW OF OPERATIONS

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 61,925.63 Lakhs as against Rs. 59,483.55 Lakhs for the previous financial year. The company clocked a net loss of Rs. 43,823.78 Lakhs for the financial year 2016-17 as against the net profit of Rs. 4,967.60 Lakhs for the previous year

On Standalone basis, the total revenue of the Company for the financial year 2016-17 was Rs. 27,508.59 Lakhs as against Rs. 20,448.97 Lakhs for the previous financial year. The net loss wasRs.21, 065.36 Lakhs for the financial year 2016-17 as against the net profit of Rs. 3,196.43 Lakhs for the previous year

FUTURE PROSPECTS & OUTLOOK

The Software Testing Industry is growing aggressively in double digits as per Industry Analysts. With the advent of digital transformation, Software testing is key for any business to be successful. The Company continues to equip itself technologically based on the latest industry development. This has resulted in the Company winning huge order and the pipeline looks very good. Overall the Company is confident of growing in line with the Industry

DIVIDEND

In view of the losses faced by the Company during the financial year, the Board of Directors could not consider any dividend.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 on consolidated financial statements, your Directors have provided the consolidated financial statements for the financial year ended March 31, 2017 which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/BRANCHES/ASSOCIATES/JOINT VENTURES:

Your Company has two Indian wholly owned subsidiary companies (WOS) and five wholly owned foreign subsidiary companies (WOS).

Gallop Solutions Private Limited (Indian WOS)

Cigniti Software Services Private Limited (Indian WOS)

Cigniti Technologies (Canada) Inc., (Foreign WOS)

Cigniti Technologies (UK) Limited, UK (Foreign WOS)

Cigniti Technologies Inc., USA, (Foreign WOS)

Cigniti Technologies (Australia) Pty. Limited, Australia (Foreign WOS)

Cigniti Technologies (NZ) Limited, New Zealand (Foreign WOS)

Cigniti Technologies Limited, South Africa (Foreign Branch)

During the year under review, the two wholly owned subsidiary companies namely Cigniti Inc. USA and Gallop Solutions Inc. USA have been merged in to Cigniti Technologies Inc. USA wholly owned subsidiary company after obtaining all the necessary approvals from the concerned authorities.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules,

2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure and forms part of this report.

In accordance with the provisions of the Companies Act, 2013, the Balance sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from April 1, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

STATUTORY AUDITORS AND AUDITORS REPORT

The existing auditors M/s. P. Murali & Co. will retire at the ensuing Annual General Meeting on expiry of 3 years term. Accordingly the appointment of M/s. S R Batiliboi & Associates, LLP, as statutory auditors of the Company, in place of retiring auditors is placed for approval by the shareholders. The Auditors. Report for fiscal 2017 does not contain any qualification, reservation or adverse remark.

The Auditors'' Report is enclosed with the financial statements in this Annual Report.

INTERNAL AUDIT

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Board has appointed M/s. Sarath & Associates, Chartered Accountants, Hyderabad as internal Auditors in its meeting held on May 17, 2017. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DIRECTORS Changes in Directors:

Mr. P. Sudhakar and Mr. Mani Subramanian, Directors, have resigned from office w.e.f. May 17, 2017 Mr. C. Srikanth was appointed as CEO-Global Operations positioned at Cigniti Technologies Inc., USA a wholly owned subsidiary Company and subsequently re-designated as Non-executive Director of Cigniti Technologies Limited.

The Board placed on records its sincere appreciation for the valuable contribution made by Mr. P. Sudhakar and Mr. Mani Subramanian during their tenure as directors of the Company.

Mr. C. V Subramanyam will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Details of appointment/re-appointment of the director:

Name of the Director	Mr. C. V. Subramanyam
Date of Appointment	03/09/1998
Qualifications	BCOM, MBA, LLB
No. of Shares held in the	2958485
Company
Directorships held	1. TTI CHAKKILAM
in other companies	TYPESETTING
(excluding foreign	PRIVATE LIMITED
companies)	2. GALLOP SOLUTIONS
	PRIVATE LIMITED
Positions held in	Nil
mandatory committees
of other companies

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https://www.cigniti.com/policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At Cigniti, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.	http://www.cigniti.com/wp- content/uploads/Board-Diversity- Policy-Final.pdf
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.	http://www.cigniti.com/wp- content/uploads/Nomination- Remuneration-policy.pdf
Corporate Social Responsibility Policy	The policy is framed to outline the formation of the committee which directs the Company in implementing the programs relating to education and any other program as the Board may think fit.	http://www.cigniti.com/wp- content/uploads/CSR-Policy.pdf
Policy on Material Subsidiaries	The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	http://www.cigniti.com/wp- content/uploads/Policy-Material- Subsidiaries.pdf
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	http://www.cigniti.com/wp- content/uploads/private-policy.pdf

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is included as Annexure-D and forms part of this Report.

CORPORATE GOVERNANCE

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Cigniti, we believe, a sound corporate governance is critical to enhance and retain investor trust. The goal of corporate governance is to ensure fairness information about the Company for every stakeholder. Our disclosures seek to attain the best practices in international Corporate Governance. A separate section on Corporate Governance for fiscal 2017 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were disclosed in form AOC-2 and is attached as Annexure which forms part of Annual report. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures and Annexure to this report.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of section 197(12) of the act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure A to this report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lakhs or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure B to this report.

EMPLOYEE STOCK OPTION SCHEME

Details of the options up to March 31, 2017 are set out in the Annexure-C to this report, as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman is further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarization programme as above are also disclosed on the Company''s website at http/www. cigniti.com/wp-content/uploads/SSR-Familiarisation-Programme.pdf.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules

2014, the Board had appointed Mr. S. Sarveswar Reddy, Practicing Company Secretary to undertake the secretarial audit of the Company for the year 2016

17. The report of the Secretarial Auditor is enclosed as Annexure E and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

; With the mission to discover once again the social responsibility of developing economic, social and environmental capital towards sustainability, Cigniti crafted CSR projects in achieving the mission. Your Company believes and strives hard in sustainable development of society in which the enterprise draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy. The CSR committee has been formed to achieve the mission and implement the CSR objectives.

The Company has adopted the CSR policy and budget outlay of Rs. 31 Lakhs has been approved by the Board of Directors for the year 2016-17 and the entire amount has been spent towards the Corporate Social Responsibility programme. For the year 2017-18, the average profits for _: the preceding three financial years is Rs. 42 Lakhs which has been approved by CSR Committee as budget outlay to be spent towards CSR program.

The details on CSR corpus and amount spent, projects for which funds are utilized have been disclosed as part of Corporate Governance Report.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Rs. 2, 62, 87, 73,912/Foreign Exchange Outgo: Rs. 21, 94, 05,149/Attention of the members is drawn to Note No. 30 & 31 of Notes on financial statements

BOARD EVALUATION

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

BOARD MEETINGS

During the year 2016-17, seven Board meetings were held, the details of which are given in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments made under Section 186 of the companies Act, 2013 are given in the note to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its future operations.

SHARE CAPITAL

During the year, your Company has allotted 10,10,311 equity shares of Rs. 10/- each to employees under Cigniti ESOP scheme. Consequently the paid up share capital of the Company has increased to Rs. 26, 50, 95,300/divided into 2, 65, 09,530 equity shares of Rs. 10/- each.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

INSURANCE

The properties and assets of your Company are adequately insured.

RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not applicable to your Company.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable US Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website at http://www.cigniti.com/wp-content/ uploads/code-of-conduct-for-fair-disclosure-and-prevention-of-insider-trading.pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

Following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil ACKNOWLEDGEMENTS

The Board thanks its customers, vendors, investors and bankers for their continued support during the year. It places on record its appreciation of the contribution made by employees of the company at all levels. The Board thanks the Governments of various countries where the company has operations. It also thanks the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, and other government agencies for their support, and looks forward to their continued support in the future.

The Board also wishes to place on record their appreciation of business constituents like SEBI, BSE, NSE, NSDL, CDSL, etc. for their continued support for the growth of the Company

For and on behalf of the Board

Cigniti Technologies Limited

Place: Hyderabad C.V. Subramanyam

Date: May 17, 2017 Chairman & Managing Director

DIN: 00071378

---

Mar 31, 2015

The Directors have pleasure in presenting before you the 17th Annual Report of the Company together with the Audited Statements of Accounts on standalone & consolidated basis for the year ended 31st March, 2015.

Financial Summary/Highlights, Operations, State of Affairs:

The performance during the period ended 31st March, 2015 has been as under:

(Rs,In Lakhs)

Particulars 2014-2015 2013-2014

Consolidated Standalone Consolidated Standalone

Total Income 38,043.32 11,582.44 25,909.98 5,552.12

Total 34,918.76 11,013.94 22,714.94 4,373.29

Expenditure

Profit Before Tax 3,124.56 568.50 3,284.97 1,189.69

Provision for Tax 554.43 174.52 730.47 385.73

Profit after Tax 2,570.13 393.98 2,554.50 803.96

Transfer - - - -

to General

Reserves

Profit 2,570.13 393.98 2,554.50 803.96

available for

appropriation Provision for - - - -

Proposed Dividend

Provision for - - - - Corporate Tax

Balance Carried 2,535.08 358.92 2,554.50 803.96 to Balance Sheet

Review of Operations:

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 38,043.32 Lakhs as against Rs. 25,909.98 lakhs. The net Profit was Rs. 2,570.13 for the financial year as against the net Profit of Rs. 2,254.50 lakhs for the previous year.

Dividend

The Board of Directors are striving hard to maximise the shareholders returns in the long run by proposing inorganic acquisitions globally and placing the Company at No.1 position in the world. Hence the Directors express their inability to declare the dividend.

Qualified Institutional Placement

For global expansion of the Company, the Board of Directors are looking forward for huge investments in the Company. Hence recommended for approval of members, issue of such number of equity shares or the global depositary receipts ("GDR"), the American depositary receipts ("ADR"), the foreign currency convertible bonds ("FCCBS"), fully convertible debentures/partly convertible debentures, preference shares convertible in to equity shares, non-convertible debentures with warrants and / or any other financial instruments or securities convertible in to equity shares by way of Qualified Institutional placement for an amount of Rs. 150 crores (including premium).

Share Capital

During the year, your Company has allotted 21,06,245 equity shares of Rs. 10/- each at a premium of Rs. 208.40/- each and 18,17,974 equity shares of Rs. 10/- each at a premium of Rs. 346/- per share by way of preferential allotment to promoters and others. Consequently the paid up share capital of the Company has increased to Rs. 24,73,92,190/- divided into 2,47,39,219 equity shares of Rs. 10/- each.

Utilization of Proceeds

During the year Company has allotted 39,24,219 equity shares of Rs. 10/- for cash to the promoters and the others. The Company raised about Rs. 110.72 crores from the above issue and spent the same towards purposes as mentioned in the respective explanatory statements. i.e. Capital expenditure, working Capital requirements etc.

Information about the Financial Performance / Financial Position of the Subsidiaries / Associates/ Joint Ventures

Your Company has two Indian wholly owned subsidiary companies (WOS) and six wholly owned foreign subsidiary company (woS) in USA. The performance of the subsidiaries have been included in the consolidated financials and published in the report.

The names of the subsidiaries are furnished below:

Gallop Solutions Private Limited (Indian WOS)

Cigniti Software Solutions Private Limited (Indian WOS)

Cigniti Inc, USA (Foreign WOS)

Gallop Solution Inc., USA (Foreign WOS)

Cigniti Technologies Inc, USA (Foreign WOS)

Cigniti Technologies Canada Inc, Canada (Foreign WOS)

Cigniti Technologies UK Limited, UK (Foreign WOS)

Cigniti Technologies Australia PTY Limited, Australia (Foreign WOS)

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under clause 49 (VIII) (D) of the Listing Agreement forms a part of this Report.

Corporate Governance

A Separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this report.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

Directors And Key Manangerial Personnel

During the year, Ms. M. Amala was appointed as Additional Director in the category of Independent Director. However she resigned from office of directorship w.e.f. to 29.08.2015 and the Board accordingly relieved her while placing on the records its sincere appreciation for the valuable services rendered by her tenure as a director.

Mr. P. Sudhakar will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies act, 2013 and being eligible offers himself for re-appointment. The Company has appointed Mr. v. Krishanan as Chief Financial officer w.e.f. 08th June, 2015.

Details of re-appointment /appointment of the director:

Name of the Director Mr. P. Sudhakar

Date of Appointment 12.02.2015

Qualifications B. Tech in Electrical Engineering

No. of Shares held in the 7,70,027 Company

Directorships held in other 1. Tvarita Capital Private Limited

companies (excluding foreign 2. Eaama Estates Private Limited companies)

Positions held in mandatory Nil committees of other companies

Declaration from Independent Directors on Annual Basis

The Company has received a declaration from Mr. K. Ch. Subba Rao, Mr. Mani Subramani and Mr.K. Nageswer Rao Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are annexed herewith.

Vigil Mechanism

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

Director's Responsibility Statement

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors Report

In the previous Annual General Meeting (16th AGM), the Company appointed M/s. P. Murali & Co, Chartered accountants as statutory Auditors to hold office until the conclusion of the 17th annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment ratification for the financial year 2015-16.

Internal Audit

The company has adequate Internal audit system and internal control process in place commensurate with the size of the business.

However keeping in with the global expansion and aggressive volume the company is on the look out for appointing an independent practicing chartered accountant firm as internal auditors of the company.

The Board has took note of the same and has approved the same for completing the task this financial year.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr. Vivek Surana, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report. The Company has shortlisted two firms and will appoint one of them as Internal Auditor shortly. It is further stated that the delay in appointment of CFo was occurred for identifying a right candidate with appropriate exposure to meet both domestic & global business practices.

Disclosure of Particulars with Respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 1,11,65,11,350/-

Foreign Exchange outgo: Rs. 23,33,18,068/-

Public Deposits

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

Details of Adequacy of Internal Financial Controls

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with Qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

Insurance

The properties and assets of your Company are adequately insured.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

Risk Management Policy

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

Corporate Social Responsibility

With the mission to discover once again the social responsibility of developing economic, social and environmental capital towards sustainability, Cigniti crafted CSR projects in achieving the mission. Your Company believes and strives hard in sustainable development of society in which the enterprise draws economic and natural resources by enriching its capacity in contributing to the significant positive change in the economy. The CSR committee has been formed to achieve the mission and implement the CSR objectives.

The Company has adopted the CSR policy and budgeted outlay of Rs. 20 lacs has been approved by the Board of Directors. As per the programme, the Company has started implementation of CSR activity. However, during the year it was practical to spend only Rs. 18,44,890. The residual amount shall be spent as per the CSR policy. The details on CSR corpus and amount spent, projects for which funds are utilized have been disclosed as part of Corporate Governance Report.

Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential confict with the interest of the Company at large.

As required under clause 49(V)(D) of the listing agreement, the Company has formulated a policy for determining 'material' subsidiaries, the said policy is disclosed at Company's website at www.cigniti.com.

As required under clause 49(VIII)(A)(2) of the listing agreement, the Company has disclosed the policy on dealing with related party transactions at Company's website at www.cigniti.com.

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

Disclosure About Cost Audit

Cost Audit is not applicable to your Company.

Ratio of Remuneration to each Director

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, ratio of remuneration to maiden employees for Mr. C.V. Subramanyam is 1:10 times in rupees and for Mr. C. Srikanth is 1:5 times in rupees.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited and National Stock Exchange Limited where the Company's Shares are listed.

Corporate Governance and Shareholders Information:

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

Industry Based Disclosures as Mandated by the Respective Laws Governing the Company

The Company is not an NBFC, Housing Companies etc., and hence Industry based disclosures are not required.

Secretarial Standards Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee's stock option scheme : NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares : NA

5. Buy back shares : NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares : Yes

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received : Nil

- No. of complaints disposed of : Nil

Acknowledgements

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Axis Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board

Cigniti Technologies Limited

C.V. Subramanyam

Place: Hyderabad Chairman & Managing Director

Date: 24.08.2015 DIN: 00071378

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Balance Sheet, Statement of Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

2013 – 14 2012 – 13 Particulars Consolidated Standalone Consolidated Standalone

Income from Operations 25909.98 5552.12 15087.76 2356.75

Profit before depreciation and Tax 3528.32 1359.02 911.36 341.40

Depreciation 243.35 169.33 157.10 136.06

Profit before Tax 3284.97 1189.69 691.64 169.60

Provision for Tax 730.47 385.73 191.26 52.09

Profit after Tax 2554.50 803.96 500.38 117.51

REVIEW AND PROSPECTS

The total revenue of the Company for the financial year ended 31st March, 2014 is Rs. 25,909.98 Lakhs as compared to the previous year''s total revenue of Rs. 15,087.76 Lakhs. This represents an increase of 72% Year on Year in revenues. During this financial year the Company has recorded a net profit of Rs. 2554.50 Lakhs as against the previous year''s net profit of Rs.500.38 Lakhs. The Year-on-year Net Profit growth is 410%.

The past year has been an eventful one for the Company and all its stakeholders. The Company has grown from strength to strength, and has undertaken challenges on the global stage in its strategic drive to reach the key markets of the world.

1. Current Scenario

The independent testing space has been acknowledged by NASSCOM, Nelson Hall and other industry analysts as one of the fastest growing niches in the software services space. Nelson Hall has called specialist testing services recession proof because of the growth in this segment even during the downturn period of 2008 to 2012. The software testing segment of the IT industry in India is expected to continue to grow at a CAGR of more than 20% over the next six years.

Your company has been acknowledged as the third largest independent testing services company by Nelson Hall, a leading IT industry analyst that tracks the software testing industry closely. The company has grown 72% over last year and expects to grow aggressively over the next few years to emerge as the largest independent testing services company in the world. Your company has ambitious plans to emerge as the second largest independent testing services company in the world over the next one year through a combination of organic growth and inorganic acquisitions. Your company has tripled its sales force and marketing investments to ensure that our aggressive growth plans can be achieved.

A key aspect of being a global leader is operations and geographic spread across the world. In the last one year your company has spread its operations to Europe, Australia and Asia Pacific apart from strengthening its sales and marketing operations in North America. Today with operations and a sales force spread across six countries in four continents your company is truly a global organization. Being a truly global company also derisks the company from geographic risks and helps us leverage its experience and talent pool across the globe to deliver superior value to its clients.

The overall IT situation across the world is improving slowly and new technologies like social mobile, cloud and analytics are driving increasing investments into software development. The increasing exposure of these software applications to consumers and the business critical nature of these applications necessitates very high quality software. Your company is well positioned to help companies deliver high quality software through its services. The current year promises to be exciting with growth in new geographies and new service offerings.

2. Quality

Your company continues to lay emphasis on high- level quality processes to deliver solutions to clients exceeding their expectations. Your company became the first independent testing services company to be rated at CMMI–SVC v1.3 Maturity Level 3 of the CMMI Institute (Powered by Carnegie Mellon University) Capability Maturity Model Integration (CMMI). The CMMI for Services (CMMI-SVC) model is most relevant for IT services companies like Cigniti and provides an integrated set of guidelines for providing superior services. This year your company is aiming higher and hoping to achieve the pinnacle of the CMMI-SVC model by preparing for and undergoing an assessment for Level 5 of the CMMI model.

Your company is also ISO 27001:2005 compliant. This certification compliance establishes that Cigniti''s infrastructure and practices meet ISO''s stringent standards for information security management and business continuity capabilities. Cigniti''s evaluation was conducted by TÜV Rheinland Group which is a leading provider of technical services worldwide. This certification helps Cigniti prove to its customers that they take the security of customers'' data very seriously and are committed to provide seamless services.

Your company is also pursuing other domain related IT security certifications like the PCI and HIPAA. These certifications will enable us to serve clients in the BFSI and Healthcare segments.

DIVIDEND

The Board of Directors of Company believe that the profits and retained earnings are best utilized to propel our sales efforts and for inorganic acquisitions in the coming year. Once the consolidation is done and your company achieves a leadership position, a generous dividend policy can be adopted. Hence, the Directors regret their inability to recommend dividend for the year under review.

RESERVES

The Company proposes to transfer Rs. 803.96 lakhs to Reserves and Surplus for the financial year 2013-14.

DIRECTORS

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint the existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. K. Ch. Subba Rao, Mr. M. Subramanian and Mr. K. Nageswara Rao for the office of Independent Directors of the Company. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.cigniti.com

Mr. C. Srikanth will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Mr. C. Sudhakar will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and has not opted for re-appointment.

ACQUISITION OF GALLOP SOLUTIONS

During the year the company completed the acquisition of a US based software testing services company called Gallop Solutions Inc. based in Irving, Texas, USA and Gallop Solutions Pvt. Ltd, India.

AUTHORISED SHARE CAPITAL OF THE COMPANY

The authorized capital of the company increased from Rs. 20 crores to Rs. 25 crores during the financial year 2013-14. The authorized capital of the company stands at Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.

PAID UP CAPITAL

During the financial year 2013-14, the company has allotted 7,54,211 Equity Shares for Acquisition of Gallop Solutions

Inc –USA on SWAP basis and 12,15,289 Equity Shares allotted to Promoters and others. The company''s paid up capital increased from Rs. 18,84,55,000 to Rs. 20,81,50,000 and capital of the company divided into 2,08,15,000 equity shares of Rs. 10/- each.

UTILISATION OF THE PROCEEDS

During the year Company has allotted 19,69,500 equity shares of Rs. 10/- to M/s Gallop Solutions Inc – USA on swap basis and for cash to the promoters and the others. The Company could raise about Rs. 26.54 crores from the above issue and spent the same towards purposes as mentioned in the respective explanatory statements.

EMPLOYEE STOCK OPTION SCHEME

Board of Directors of the company believes that in order to build your company into a world leader, we need to attract world class talent and more importantly retain them over the long term. Hence, over the period of time, your Company has introduced different Stock Option Schemes to issue and allot Stock options to the employees of the Company and to the employees of Subsidiary Companies. Necessary approvals from the members of the company and statutory authorities were accorded in the due course to give effect to the said schemes.

The details of the stock options granted are forming part of this report and given in a separate Annexure to this report.

CORPORATE GOVERNANCE

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the company for the financial year ended 31st March 2014.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

INSURANCE

The Company assets are adequately insured.

EMPLOYEE PARTICULARS

Particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 (''''the Act'''') form part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Act, the report and accounts are being sent to the shareholders of the Company excluding the particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company for the same.

STOCK EXCHANGES

Company''s present Equity shares are listed in Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2014-15.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors also wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

On behalf of the Board Cigniti Technologies Limited

C.V. Subramanyam

Managing Director

Place : Hyderabad K. Ch. Subba Rao

Date : 14th August, 2014 Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

2012 - 13 2011 - 12 Consolidated Standalone Consolidated Standalone

Income from Operations 15087.761 2356.75 3383.98 1023.89

Profit before depreciation and Tax 911.36 341.40 276.50 151.56

Depreciation 157.10 136.06 98.29 95.09

Profit before Tax 691.64 169.60 178.46 56.47

Provision for Tax 191.26 52.09 60.41 17.45

Profit after Tax 500.38 117.51 118.05 39.02

Profit carried forward to Balance sheet 907.10 445.18 406.70 327.67

REVIEW AND PROSPECTS

The total revenue of the Company for the financial year ended 31st March, 2013 is Rs.15,087.76 lakhs as compared to the previous year''s total revenue of Rs.3,383.98 lakhs. During this financial year the company has recorded a net profit of Rs.500.38 lakhs as against the previous year''s net profit of Rs.118.05 lakhs.

The past year has been an eventful one for the Company and all its stakeholders. The Company has grown from strength to strength, and undertaken challenges on the global stage in its strategic drive to reach the key markets of the world.

1. Current Scenario

Your company has been acknowledged as the third largest independent testing services company by Nelson Hall a leading IT industry analyst that tracks the software testing industry closely. The company has grown exponentially over the last one year on the basis of inorganic acquisition and organic growth. We have signed multiple Fortune 500 clients and continue to see rapid growth in our sales pipeline. Cigniti continues to expand its sales team, marketing investments and focus on newer geographies like Europe, Canada and Asia Pacific.

Your company''s management believes that with the current pace of organic growth combined with inorganic acquisitions, Cigniti can aim to become the world''s second largest independent testing services company by next year and aim to become the largest in the world by 2015.

While the overall IT industry has been growing at a sedate pace of 10-12%, Cigniti''s focus on a niche area like software testing is yielding helping your company achieve significantly higher growth rates than the industry. Your company expects to maintain this growth rate over the next few years to emerge as a world leader in our segment.

2. Quality:

Your company continues to lay emphasis on high-level quality processes to deliver solutions to clients exceeding their expectations. Your company became the first independent testing services company to be rated at CMMI-SVC v1.3 Maturity Level 3 of the CMMI Institute (Powered by Carnegie Mellon University) Capability Maturity Model Integration (CMMI). The CMMI for Services (CMMI-SVC) model is most relevant for IT services companies like Cigniti and provides an integrated set of guidelines for providing superior services.

Your company also successfully passed the external compliance audit for ISO 27001:2005 certification. This certification compliance establishes that Cigniti''s infrastructure and practices meet ISO''s stringent standards for information security management and business continuity capabilities. Cigniti''s evaluation was conducted by TUV Rheinland Group which is a leading provider of technical services worldwide. This certification helps Cigniti prove to its customers that they take the security of customers'' data very seriously and committed to provide seamless services. The ISO 27001 audit specifies the requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented Information Security Management System, taking into account the organization''s overall business risks.

DIVIDEND:

The Board of Directors of Company believe that the profits and retained earnings are best utilized to propel our sales efforts and for inorganic acquisitions in the coming year. Once consolidation is done and your company achieves leadership position a generous dividend policy can be adopted. Hence, Directors regret their inability to recommend dividend for the year under review.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Sri. K. Ch. Subba Rao and Sri. K Nageswara Rao retire by rotation at the 15th Annual General Meeting and being eligible, offer themselves for re-appointment. Also, Sri. C Srikanth was appointed as Additional Director in the Board Meeting held on 5th July 2013. His term of office as Director will expire on the date of this Annual General Meeting.

Brief resumes of the Directors proposed to be appointed / re-appointed, their expertise in specific functional areas and names of the companies in which they hold directorship / membership / chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the 15th Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274(1) (g) of the Companies Act, 1956

ALLOTMENT OF EQUITY SHARES

During the financial year, the Board of the Company in its meeting held on 8th February 2013 allotted 19,54,102 equity shares on preferential basis to the persons belonging to promoter & promoter group and persons belonging to other than promoters, and pursuant to this allotment the paid-up capital of the company has been increased accordingly,

EMPLOYEE STOCK OPTION SCHEME

Board of Directors of the company believes that in order to build your company into a world leader, we need to attract world class talent and more importantly retain them over the long term. Hence, over the period of time, your Company has introduced different Stock Option Schemes to issue and allot Stock options to the employees of the Company and to the employees of Subsidiary Company. Necessary approvals from the members of the company and statutory authorities were accorded in the due course to give effect to the said schemes.

SHARE CAPITAL

During the financial year, the Board of the Company in its meeting held on 8th February 2013 allotted 19,54,102 equity shares on preferential basis to the persons belonging to promoter & promoter group and persons belonging to other than promoters, and pursuant to this allotment the paid-up capital of the company has been increased accordingly,

CORPORATE GOVERNANCE

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the profit of the company for the financial year ended 31st March 2013.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, form a part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956 this report and accounts are being sent to all the members of the Company and others entitled there to, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Secretarial Office of the Company and the same will be sent by post.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

1. Conservation of Energy:

Our operations are not energy intensive; however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings to ensure overall reduction in defect rates and a higher level of customer satisfaction.

(c) Please refer to "Notes to Accounts" for Foreign exchange earnings & outflow

STOCK EXCHANGES

Company''s present Equity shares are listed in Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2013-14.

LISTING OF SHARES AT BOMBAY STOCK EXCHANGE

We are happy to inform you that, during the period under review the company has applied for the Direct Listing of its equity shares to be traded directly at Bombay Stock Exchange and has accorded the necessary approval for the same.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

On behalf of the Board

Cigniti Technologies Limited

Place: Hyderabad C. V. Subramanyam P. Sudhakar

Date: 19.08.2013 Managing Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31 March, 2012.

FINANCIAL RESULTS

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

2011-12 2011- 12 2010 - 11 Particulars Consolidated Standalone Standalone

Current Year Current Year Previous Year

Income from Operations 3383.98 1023.89 758.79

Profit before depreciation and Tax 276.5 151.56 130.15

Depreciation 98.29 95.09 100.85

Profit before Tax 178.46 56.47 29.30

Provision for Tax 60.41 17.45 10.28

Profit after Tax 118.05 39.02 19.03

Profit carried forward to Balance sheet 406.70 327.67 288.65

Note: Corresponding comparison for Consolidated figures is not applicable

REVIEW AND PROSPECTS

The total consolidated revenue of the Company for the financial year ended 31st March, 2012 is Rs. 3,383.98 Lakhs as compared to the previous years total revenue of Rs. 758.79 Lakhs. During this financial year the Company has recorded a net profit of Rs. 118.05 Lakhs as against the previous years net profit of Rs 19.03 Lakhs.

The past year has been an eventful one for the Company and all its stakeholders. The Company has grown from strength to strength, and undertaken challenges on the global stage in its strategic drive to reach the key markets of the world.

1. Current Scenario

Your company has established itself as India s leading independent software testing services company. Apart from improving revenues and profitability, it has strengthened its management team by attracting industry recognized experts who can help us achieve the next goal of making your company the world s largest independent testing services company.

Cigniti expanded its US operations by expanding its sales team in the US and continues to expand its sales, business development, solution engineering and marketing teams. The merger also provides access to large enterprises served by Cigniti Inc. and creates opportunities for your company to upsell and cross-sell different services across existing clients.

Cigniti has also invested in modern test infrastructure like building India s first Robotics Test Lab and a cloud based Mobile Device Test Lab. Cigniti will effectively leverage our mobile labs, robotics test lab, performance test labs to offer differentiated premium services that cannot be easily replicated by the competition. Premium services not only create better margins but also provide faster revenue growth because of the differentiation in services and solutions offered. Our cloud based mobile testing and performance testing significantly reduces client costs while improves margins for Cigniti. Cigniti also moved to a world-class offshore delivery center that provides for power and communication redundancy as well as adherence to information securities standards like ISO 27001. These investments in infrastructur are important as we engage with more and more large enterprises.

Cigniti is continuing to invest in R&D to build its SMART Tools frameworks, tools and utilities. Your company will leverage its investments in IP to offer services where Cigniti will deliver more effective results faster but utilizing fewer resources to do the same. The overall cost benefit to the client is high while the billing rates for using these tools to deliver our services will be higher than standard rates. Additionally in specific areas like performance testing Cigniti will be making fixed bids or using outcome based pricing models. Cigniti will use its SMART Tools IP to get the work done with fewer resources that should create very high margins in a small number of projects. As more tools get added to the SMART Tools Cignitis margins from outcome based projects will be significantly higher than the managed services projects.

Finally your company continues to scout for relevant acquisitions that will add value to stakeholders in terms of providing access to new geographies, adding new specialized testing capabilities or expanding our intellectual property that can speed up testing.

2. Quality.

Your company continues to lay emphasis on high-level quality processes to deliver solutions to clients exceeding their expectations, Sophisticated quality management systems and processes are in place and strictly adhered to.

DIVIDEND:

The Directors regret their inability to recommend dividend for the year under review due to non availability of sufficient profit.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. C. Sudhakar retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Also, Mr. Sudhakar Pennam, Mr. Mani Subramanian were appointed as Additional Directors in the Board Meeting held on 14 June 2012. Their term of office as Directors will expire on the date of this Annual General Meeting.

Brief resumes of the Director proposed to be appointed /re- appointed, his expertise in specific functional areas and names of the companies in which he hold directorship / membership / chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the 14th Annual General Meeting.

ACQUISITION

Your Company has been in the IT services business for the last 13 years providing software Te sting, software development services and health care related services to companies in US, EUROPE and India. Since 2008 the company has transformed itself into an Independent Te sting Services company with capabilities in various forms of software testing like functional testing, performance testing, test automation, mobile application testing and compatibility testing.

To achieve robust inorganic growth, to scale up the operations and to reap the benefits of economies of scale and to put to use effectively the existing infrastructure, it is proposed to acquire companies located outside India and in India. To secure win-win situation, the company acquired 100% stake in CIGNITI INC.,, USA and Cigniti Software Services Private Limited, India. CIGNITI INC. USA has grown to be the preferred IT partner for several leading enterprises in the US across various Industry verticals.

The cost of acquisition was valued at Rs. 22.62 crores by CIL Securities Limited, Hyderabad, Category — I merchant Banker. The said consideration was paid by equity swap in the following manner:

Issue of 5700000 equity shares on preferential basis (swap) for acquisition of CIGNITI INC... USA Your company had accorded necessary approvals from the Stock Exchange and the regulatory authorities (FIPB) dated 17.02.2012, for issue of 57,00,000 (Fifty seven lakhs shares only) Equity Shares of Rs.10/- each (Rupees Ten Only) be and are hereby allotted to the following persons on preferential basis (swap)

S.No Name of the allotee No of shares allotted

1 Sapna Pennam 37 ,05 ,000

2 K. Kumar Bapuji 19 ,95 ,000

Issue of 1,00,000 Equity Shares On Preferential Basis (Swap) For Acquisition of Cigniti Software Services Private Limited. India 1,00,000 (One lakhs shares only) Equity Shares of Rs.10/- each (Rupees Ten Only) be and are hereby allotted to the following persons on preferential basis (swap)

S. No Name of the allotee No of shares allotted

1. SapnaPennam 64,000

2. K. Kumar Bapuji 34,000

3. V.V. Sai Prasad 1,000

4. M. Siva Kumar 1,000

Approval of the shareholders was accorded on 20th day of December 2011 through postal ballot and the approval for allotment of shares (swap) was accorded in the Board meeting held on 17th February 2012.

ALLOTMENT OF EQUITY SHARES ON CONVERSION OF WARRANTS:

During the financial year, Mr. C Srikanth exercised the option to convert the balance portion of 17,50,000 share warrants into equal number of equity shares. The Board of the Company in its meeting held on 20th December 2011 allotted 17,50,000 equity shares and pursuant to this allotment the paid-up capital of the company has been increased accordingly.

EMPLOYEE STOCK OPTION SCHEME

Your Company has introduced a new Stock Option Scheme (Employee Stock Option Scheme - 2011) to issue and allot Stock options not exceeding 15,00,000 to the employees of the Company and to the employees of Subsidiary Company. Approval of the members was accorded in the meeting held on 29th September 2011.

S.No Name DOJ Desig- Per Last Year

nation Month Total

Salary Paid

1. Sriram Rajaram 1-Mar-09 President 7,16,667 26,77,467

2. Sai Chintala 5-Mar-12 SVP- 5,39,505 3,87,576

Pre-Sales

SHARE CAPITAL

During the year under review, the company has allotted 57,00,000 equity shares on preferential basis (swap) for acquisition of CIGNITI INC.,, USA and 1,00,000 Equity Shares On Preferential Basis (Swap) For Acquisition of Cigniti Software Services Private Limited, India.

The Company had also allotted 17,50,000 Equity shares to Mr. C Srikanth who had exercised the option to convert 17,50,000 share warrants into equal number of equity shares. Accordingly, the Board of the Company in its meeting held on 20th December 2011 allotted 17,50,000 equity shares and pursuant to this allotment the paid-up capital of the company has been increased accordingly.

CHANGE OF NAME OF THE COMPANY

Proposal for change of name of the company from Chakkilam Infotech Limited to Cigniti Technologies Limited was considered and approved in the Board Meeting held on 3rd September 2011 and subsequently approval of the members for the same was accorded in the Annual General Meeting held on 29th September 2011.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor s confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2012 and of the profit of the company for the financial year ended 31st March 2012.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities) and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2012 o n a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

EMPLOYEE PARTICULARS

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

(a) Conservation of Energy:

Our operations are not energy intensive) however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings ,this has resulted in overall reduction in defect rates and a higher level of customer satisfaction.

(c) Please refer to "Notes to Accounts" for Foreign exchange earnings & Foreign

STOCK EXCHANGES

Company's present Equity shares are listed in Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial

Year 2012-13.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

On behalf of the Board

Cigniti Technologies Limited

Place : Hyderabad C.V. Subramanyam P. Sudhakar

Date : 14.06.2012 Managing Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twelfth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2010.

Financial Results

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

Rs. in Laksh

Particulars 2009-10 2008-09

Income from Operations 505.59 507.34

Profit before depreciation and Tax 133.21 125.47

Depreciation 123.44 113.42

Profit before Tax 9.77 12.05

Provision for Tax 7.82 12.34

Profit after Tax 1.95 0.85

Provision for Deferred income Tax liability / Asset (4.08) (6.97)

Profit brought forward 263.59 256.91

Profit carried forward to Balance sheet 269.62 263.59

REVIEW AND PROSPECTS

The total revenue of the Company for the financial year ended 31st March, 2010 is Rs. 505.59 Lakhs as compared to the previous years total revenue of Rs. 507.34 Lakhs. During this financial year the Company has recorded a net profit of Rs. 1.95 Lakhs as against the previous years net profit of Rs. 0.85 Lakhs.

1. Current Scenario

Your company has established itself as an Independent Testing Services company over the last one year. The company has built capability in various aspects of Testing like Functional Testing, Test Automation and Performance Testing.

Your company also has grown the Medical Transcription business and intends to run it independently with a special focus on growing the accounts.

In spite of the fact that small and mid sized players have found it difficult to increase revenues and improve margins, your company has managed to grow the business significantly.

We are also in the process of identifying a new location with modern infrastructure to handle the additional seating capacity needed to manage our growth. Our team has been strengthened with the help of a VP of HR who is putting in place modern HR processes intended to attract, train and retain our talent. We have managed to attract talent from some of the best services and product companies in the country and hope to be a magnet for testing talent in India.

2. Quality :

Your company continues to lay emphasis on high-level quality processes to deliver solutions to clients exceeding their expectations, Sophisticated quality management systems and processes are in place and strictly adhered to.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to non availability of sufficient profit.

DIRECTORS

Pursuant to Article 48 of the Articles of Association of the Company, Mr. K.Ch. Subba Rao, Mr. D. Suresh and Dr. Venkat R. Yerapragada, whose period of office determined by retirement by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Mr. Bezwada Prabhakar Arthur, resigned from the Board effective 4th January 2010. The Board placed on record its deep appreciation and gratitude for his guidance and contribution to the Company.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2010 and of the profit of the company for the financial year ended 31st March 2010.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

EMPLOYEE PARTICULARS

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

(a) Conservation of Energy:

Our operations are not energy intensive; however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings ,this has resulted in overall reduction in defect rates and a higher level of customer satisfaction.

(c) Please refer to “Notes to Accounts” for Foreign exchange earnings & Foreign

STOCK EXCHANGES

The Companys Equity shares are presently listed on the Bombay Stock Exchange Limited and on Bangalore Stock Exchange. The Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2010-11.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

on behalf of the Board Place : Hyderabad C.V.SUBRAMANYAM C.SUDHAKAR

Date : 02.09.2010 MANAGING DIRECTOR DIRECTOR