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EQUITY - MARKET SCREENER

Cigniti Technologies Ltd
Industry :  Computers - Software - Medium / Small
BSE Code
ISIN Demat
Book Value()
534758
INE675C01017
175.3980625
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
CIGNITITEC
30.24
3474.75
EPS(TTM)
Face Value()
Div & Yield %
42.09
10
0.43
 

As on: Apr 17, 2024 04:47 AM

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, 2023.

FINANCIAL HIGHLIGHTS:

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

(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:info@aarthiconsultants.com 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.

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