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)

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 info@aarthiconsultants.com 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

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.

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