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Cigniti Technologies Ltd.

BSE: 534758 Sector: IT
NSE: CIGNITITEC ISIN Code: INE675C01017
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VOLUME 2523
52-Week high 670.00
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P/E 32.22
Mkt Cap.(Rs cr) 1,517
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OPEN 540.05
CLOSE 543.25
VOLUME 2523
52-Week high 670.00
52-Week low 336.30
P/E 32.22
Mkt Cap.(Rs cr) 1,517
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cigniti Technologies Ltd. (CIGNITITEC) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2022.

FINANCIAL HIGHLIGHTS:

The performance during the period ended 31st March 2022 has been as under:

Particulars 2021-2022 2020-2021
Consolidated Standalone Consolidated Standalone
Revenue from Operations 124180.00 45551.89 89652.69 31106.90
Other Income 1344.01 1394.44 1345.27 1268.42
Profit/loss before Depreciation Finance Costs and Tax Expense 14272.07 7044.57 15891.87 7352.31
Less: Depreciation/ Amortisation/ Impairment 1615.55 1338.92 1226.92 1007.92
Profit /loss before Finance Costs and Tax Expense 12656.52 5705.65 14664.95 6344.39
Less: Finance Costs 504.60 308.20 559.19 379.35
Profit /loss before Tax Expense 12151.92 5397.45 14105.76 5965.04
Less: Tax Expense (Current & Deferred) 2977.51 1471.17 3571.26 521.02
Profit /loss for the year (1) 9174.41 3926.28 10534.50 5444.02
Total Comprehensive Income/(loss )(2) (176.18) (56.76) (40.43) (40.43)
Total (1+2) 9350.59 3869.52 10494.07 5403.59
Balance of profit /(loss) for earlier years 6225.17 2826.89 (4268.90) (2576.70)
Less: Transfer to Debenture Redemption Reserve - - -
Less: Transfer to Reserves - - -
Less: Dividend paid on Equity Shares - - -
Less: Dividend paid on Preference Shares - - -
Less: Dividend Distribution Tax - - -
Balance carried forward 14665.54 6019.13 6225.17 2826.89

STATE OF AFFAIRS/ COMPANY'S PERFORMANCE:

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

The total revenue of the Company for the financial year under review on consolidatedbasis was Rs. 124180.00 lakhs as against Rs. 89652.69 lakhs for the previous financialyear. The company recorded a net profit of Rs.9174.41 lakhs for the financial year2021-22 as against the net profitf Rs. 10534.50 lakhs for the previous year. o OnStandalone basis the total revenue of the Company for the financial year 2021-22 was Rs.45551.89 lakhs as against Rs. 31106.90 lakhs for the previous financial year. The netprofit for the financial year 2021-22 is Rs. 3926.28 Lakhs as against the net profit ofRs. 5444.02 lakhs for the previous year.

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

FUTURE PROSPECTS & OUTLOOK

Pre-pandemic digital adoption was already recognized as a key driver of enterprisetransformation. For an organization to thrive in the coming years it must becomeDigital-First. IDC forecasts that by 2026 enterprises that successfully generate digitalinnovation will derive over 25% of revenue from digital products services and/orexperiences. The think tank also adds that this growth will be driven by a staggering $6.8trillion globally by as early as 2023. In accordance with these trends and analystreports Cigniti firmly believes that Digital

Assurance is the bedrock of digital transformation. Next-gen technologies such ascloud IoT AI and robotics have moved out of the ‘emerging' space and proven theirability to help organizations differentiate themselves by effectively leveraging thesetechnologies to elevate the customer's digital experience. BlueSwanTM our AI-powered proprietaryAI-led and next-generation Digital Assurance and Quality Engineering platform enablesclients with the AI-based insights they need to assure digital experiences and acceleratetheir digital transformation journeys.

Through 2021 despite prolonged curbs across industries Cigniti was able to ascertainits global and Digital Assurance leadership by winning 68 new logos including Fortune 500companies in high growth sectors such as Banking Financial Services and

Insurance Healthcare and Life Sciences and Retail and E-commerce. Furthermore weembarked on strategic long-term partnerships as seen by the $10 million ACV deal toassure the digital transformation of a renowned Financial Services institution in the US.Through FY 2022-23 in addition to winning new logos across geographies we are driven bya renewed focus to nurture high potential partnerships with select ‘Strategic' and‘Growth' accounts.

The new fiscal year began with a firm step toward offering clients greater breadth anddepth of digital services. Cigniti announced the acquisition of Aparaa Digital (RoundSqr)a specialized and veteran-led

AI/ML Data and Blockchain Engineering services company. The all cash acquisitionhelps to bolster our digital ambitions and expand into Digital Engineering services a$300 billion market annually. Our deep-rooted Digital Assurance expertise coupled with apurposeful direction for growth in Digital Engineering services pave the way for ourglobal leadership in the digital domain.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.

TRANSFER TO RESERVES

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

DIVIDEND:

Your Directors recommend payment of final dividend of Rs. 2.50/- per equity share ofRs.10/- each for the year ended 31st March 2022. The dividend will be paidafter approval of members at the ensuing Annual General Meeting (AGM) of the Company. Thedividend if approved by the members at the AGM scheduled on 23rd June 2022will result in cash outflow of Rs. 701.31 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 sameis 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.

SHARE CAPITAL

During the year your Company has allotted 32500 equity shares of Rs.10/- each toemployees under Cigniti ESOP scheme. Consequently the paid-up share capital of theCompany stands increased to

Rs.280525090/- divided into 28052509 equity shares of Rs.10/- each.

EMPLOYEE STOCK OPTION SCHEME

During the year the company had granted options under Cigniti ESOP scheme 2014-I andCigniti ESOP scheme 2015. Details of the options up to 31st March 2021 are setout in the Annexure -IV to this report as required under clause 12 of theSecurities and

Exchange Board of India (Employee Stock Options Scheme and Employee Stock PurchaseScheme) 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 whichremained unpaid or unclaimed for a period of seven years has to be transferred by thecompany to the IEPF which has been established by the Central Government. Theabove-referred rules also mandate transfer of shares on which dividend has been unpaid orunclaimed for a period of seven consecutive years to the IEPF. During the Financial year2021-22 the Company was not required to transfer Un-paid or Unclaimed Dividend amount ofRs. 49500/- to IEPF as it pertains to dividend declared in previous financial year2020-21 and aforesaid seven years has not expired.

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

Members are requested to make their claims without any delay to the Company'sRegistrar and Transfer Agent M/s.Aarthi Consultants Private Limited at email id:info@aarthiconsultants.com by providing folio no and other necessary details for theunclaimed dividend as mentioned in the above table. Pursuant to the provisions of IEPFRules the Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany on the website of the Company www.cigniti.com as also on the website of theMinistry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in conformity with Regulation 17 of the SEBI (ListingObligations and

Disclosure Requirements) Regulations 2015 and the relevant provisions of the CompaniesAct 2013.

The Directors possess requisite qualifications and experience in general corporatemanagement strategy finance administration and other allied fields which enable themto 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 DisclosureRequirements) Regulations 2015. Details of Remuneration as required under section

197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are set out in the Annexure -III tothis report Pursuant to the provisions of Section 203 of the Companies Act 2013 the keyManagerial Personnel (KMP) of the Company are Mr.C.V.Subramanyam

Chairman & Managing Director Mr. C. Srikanth Director & CEO of CignitiTechnologies Inc; USA Mr. Krishnan Venkatachary CFO and Mrs. Naga Vasudha

Company Secretary. There have been no changes in the key managerial personnel duringthe year.

CHANGES IN DIRECTORS

Mr. Ram Krishna Agarwal (DIN: 00416964) Mr. Phaneesh Murthy (DIN:00388525) Mr.Srinath Batni (DIN:00041394) and Ms. Nooraine Fazal (DIN: 03110948) are being proposed tobe re-appointed as Independent

Directors for second & final term of 5 years at this

Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. C. Srikanth (DIN: 06441390) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.

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

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencelaid 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 IVof the Act and the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave 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 orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgement andwithout any external influence.

DuringtheyearIndependentDirectorsoftheCompany had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s). The Directors possess integrity expertise and experience in theirrespective fields.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors have any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence 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 thedirectors. Direct meetings with the Chairman is further facilitated to familiarize theincumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY

2021-22 are also disclosed on the Company's website athttps://www.cigniti.com/investors/familiarisation programme

BOARD MEETINGS

During the year six (6) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act and the details of whichare given in the Corporate Governance Report.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee Risk Management Committee and Corporate Social Responsibility(CSR) Committee. Brief details pertaining to composition terms of reference meetingsheld and attendance - of these Committees during the year have been enumerated inCorporate Governance report.

AUDIT COMMITTEE RECOMMENDATIONS:

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

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 Committeeapproved a policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters. The said Policy extract is covered in Corporate Governance Report which formspart 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 Actevaluation of all Board members is performed on an annual basis. The evaluation of all thedirectors Committees Chairman of Board and Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation parameters and the processhave 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 andRemuneration of Managerial Personnel) Rules 2014 is appended as Annexure -III tothis report.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

(c) The Directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and operating effectively.

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

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

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

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

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2021-22 the Auditors have not reported any matter undersection 143(12) of the

Companies Act 2013 therefore no detail is required to be disclosed under section134(3) (ca) of the Companies Act 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act 2013 and the Indian AccountingStandards Ind AS-

10 and Ind AS-28 on consolidated financial statements your Directors have provided theconsolidated financial statements for the financial year ended

March 31 2021 which forms part of the Annual Report.

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

Your Company has six wholly owned foreign subsidiary companies (WOS) one Indian whollyowned subsidiary company (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) Gallop Solutions Private Limited (Indian WOS) CignitiTechnologies 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 thefinancial statements of the subsidiary companies is prepared in Form AOC-1 and isattached 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 thesubsidiary 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 March31 2022 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March31 2022 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 companiesAct 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 onarm's length basis and were in the ordinary course of business. During the financial year2021-22 there were no materially significant related party transactions made by the

Company with Promoters Directors Key Managerial Personnel or other designated personswhich 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 (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the Audit

Committee. The transactions with the related parties are routine and repetitive innature.

The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The Form AOC-2 pursuant to Section 134(3)(h) ofthe Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 isannexed 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 theCompany on CSR during the year in terms of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 have been appended as Annexure-VIII to this Report.

With the mission to discover the social responsibility of developing economic socialand environmental capital towards sustainability Cigniti crafted CSR projects inachieving the mission. Your Company believes and strives hard in sustainable developmentof society in which the enterprise draws economic and natural resources by enriching itscapacity in contributing to the significant positive change in the economy. The saidpolicy is available on the website of the Company at: https://www.cigniti.com.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Conservation of Energy:

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

B. Technology Absorption:

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

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 45073.80 Lakhs Foreign Exchange Outgo: Rs.345.71 Lakhs

RISK MANAGEMENT POLICY

The Board of Directors have constituted a Risk Management Committee to identifyelements of risk in different areas of operations and to develop policy for actionsassociated to mitigate the risks. The Committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinual basis.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company promotes ethical behaviour and has put in place amechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanismand Whistle-blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct. Employees may report theirgenuine concerns to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee.

The policy provides for adequate safeguards against the victimisation of the employeeswho use the vigil mechanism. The details of establishment of such mechanism has beendisclosed on the website www. cigniti.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS passedThere areno significant by the regulators /courts that would impact the going concern status of theCompany and its future operations.

STATUTORY AUDIT AND AUDITORS REPORT

Pursuant to Section 139(2) of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the members of the Company at their Annual General Meeting held on30th June 2017 have appointed M/s.

S R Batiliboi & Associates LLP as statutory auditors of the Company to holdoffice until the conclusion of ensuing Annual General meeting of the Company.

The Board is of the opinion that continuation of M/s. S

R Batiliboi & Associates LLP as Statutory Auditors will be in the best interestsof the Company and therefore the members are requested to consider their reappointment asStatutory Auditors of the Company for a further term of five years from the conclusionof the ensuing Annual General Meeting till the Annual General Meeting to be held in thecalendar year 2027 at such remuneration as may be mutually agreed and approved by theBoard.

The Company has received confirmation from the

Auditors to the effect that their appointment if made will be in accordance with thelimits specified under the Companies Act 2013 and the firm satisfies the criteriaspecified in Section 141 of the Companies Act 2013 read with Rule 4 of Companies (Audit& Auditors)

Rules 2014.

The Auditors' Report for FY 2021-2022 does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report. The Company has received audit report with unmodified opinion for bothStandalone and Consolidated audited financial results of the Company for the FinancialYear ended March 31 2022 from the statutory auditors of the Company.

INTERNAL AUDITORS

Pursuant to the 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 andits Powers) Rules 2014 the Company has appointed M/s. BDO India LLP CharteredAccountants

Hyderabad as Internal Auditors for the Financial Year

2021-22.

The summary of Significant Audit Observations along with recommendations and itsimplementations are reviewed by the Audit Committee on a periodical basis and concerns ifany are reported to Board.

There were no adverse remarks or qualification on accounts of the Company from theInternal Auditor.

COST RECORDS AND COST AUDIT

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

SECRETARIAL AUDITOR & AUDIT REPORT

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

31 2022.

The Secretarial Audit was carried out and the Report given by the Secretarial Auditoris 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 TechnologiesInc. USA and

Cigniti Technologies (Canada) Inc. Canada without obtaining ODI/UIN from Reserve Bankof 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 theprescribed format as on 31 March 2022 is available on the Company's website athttps://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 2021-22 describing various initiatives taken by theCompany on social environmental and governance perspective is attached at Annexure-VIwhich forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

INSURANCE

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

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and the requisite certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance 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 InsiderTrading) Regulation 2015 as amended from time to time. The Insider Trading Policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with shares of the Company as well as the consequences of violation. Thepolicy has been formulated to regulate monitor and ensure reporting of deals by employeesand to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention 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 annualreport as

Annexure-IX.

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

The Company has in place a Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring 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 thefollowing items as there were no such transactions during the year under review:

a. Issue of equity shares with differential rights as to dividend voting orotherwise.

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

c. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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 theRegulators / Courts which would impact the going concern status of the Company and itsfuture operations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards

ACKNOWLEDGEMENTS:

The Board thanks all the customers vendors investors and bankers for their continuedsupport during the year. It places on record its appreciation for the contribution made byemployees of the company at all levels. The Board also wishes to record its appreciationfor business constituents like SEBI BSE NSE NSDL CDSL etc. for their continued supportfor the growth of the Company. The Board thanks the governments of various countries wherethe company has operations. It also thanks the Government of India particularly theMinistry of Communication and Information Technology the Ministry of Commerce theMinistry of

Finance the Ministry of Corporate Affairs the Customs and Excise Departments theIncome Tax Department the Reserve Bank of India the State Governments and othergovernment agencies for their support and look forward to their continued support in thefuture.

For and on behalf of the Board
Cigniti Technologies Limited
Place: Hyderabad C.V. Subramanyam
Date: 04.05.2022 Chairman & Managing Director
DIN: 00071378

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