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Cigniti Technologies Ltd AGM Information 2024

Aug 17, 2024

61964_rns_2024-08-17_67dd76be-d71e-433f-81ff-63d4905edb24.pdf

AGM Information

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17[th] August 2024

National Stock Exchange of India Ltd, BSE Limited Exchange Plaza, Bandra Kurla Complex, P.J. Towers, Dalal Street Bandra (East), Mumbai – 400051. Mumbai - 400001. Fax No.26598237/26598238 Fax No.22722037/22723121

Name of Scrip: CIGNITITEC Scrip code: 534758

Dear Sir / Madam,

Sub: Submission of 26[th] AGM notice which is dispatched to shareholders of Company-reg.

In terms of Regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 as amended, we are forwarding the notice of 26[th] Annual General Meeting of the Company, which is being dispatched to our Shareholders through email on 17[th] August 2024.

The 26[th] Annual General meeting of the company is scheduled to be held on Tuesday, 10[th] September 2024 at 9.00 A.M. through Video Conference/(OAVM).

This is for the information and records of the Exchange, please.

Thanking you.

Yours Faithfully,

For Cigniti Technologies Limited

Tadepalli Naga Digitally signed by Tadepalli Naga Vasudha Vasudha Date: 2024.08.17 21:23:34 +05'30'

Naga Vasudha Company Secretary

Encl: as above

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Cigniti Technologies Limited

NOTICE

Notice is hereby given that the 26[th] Annual General Meeting of the Shareholders of M/s. Cigniti Technologies Limited will be held on Tuesday, 10[th] day of September 2024 at 9.00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) facility, to transact the following business:

ORDINARY BUSINESS:

  1. Item No. 1 – To receive, consider and adopt:

  2. a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Report of the Board of Directors and Auditors thereon; and

  3. b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Report of Auditors thereon.

Item No. 2 – To Appoint Mr. C.V. Subramanyam (DIN: 00071378) as director, liable to retire by rotation who being eligible offers himself for re-appointment

Resolution:

“RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. C.V.Subramanyam (DIN: 00071378), who retires by rotation at this meeting and being eligible offers himself for re-appointment, be and is hereby re-appointed as a director liable to retire by rotation.

For and on behalf of the Board Cigniti Technologies Limited

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

NOTES:

  1. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to resolutions by companies under the Companies Act, 2013 and the rules made thereunder, General Circular Nos. 20/2020 dated May 5, 2020, 10/2022 dated December 28, 2022 and subsequent circulars issued in this regard, the latest being 09/2023 dated September 25, 2023 in relation to (“AGM”) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA Circulars”) permitted the holding of the AGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the AGM of the Company is being held through VC /OAVM. The to be the venue for the AGM.

  2. The relevant details with respect to Item Nos. 2 pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed hereto.

  3. In accordance with the aforesaid MCA Circulars and Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/ HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 issued by Securities Exchange Board of India (collectively referred to as “SEBI Circulars”), the Notice of the AGM along with the Annual Report for FY 2023-24 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/ National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), collectively “Depositories” Members who have not registered their E-mail ID for receipt of documents in electronic mode, you need to send an email to [email protected]/ [email protected]; from their Email ID to receive notice of AGM & Annual Report 2023-24.

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Financial Statement

  1. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.cigniti.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively, and on the website of CDSL https://www.evotinginida.com.

  2. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxy(ies) by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of AGM are not annexed to this Notice

  3. Institutional shareholders/corporate shareholders (i.e. other than individuals, HUFs, NRIs, etc.) are required to send a scanned copy (PDF/JPG Format) of their respective Board or governing body Resolution/Authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf and to vote through remote e-voting and e-Voting during AGM . The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected] and [email protected]

  4. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.

  5. a. For shares held in electronic form: to their Depository Participants (“DPs”)

  6. b. For shares held in physical form: to the Company/RTA in prescribed Form ISR-1 and other forms pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/SECFATF/P/ CIR/2023/169 dated October 12, 2023. To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD1/P/ CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details.

  7. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in dematerialized form only while processing service requests viz. from unclaimed suspense account; renewal/

transmission and transposition. Accordingly, Members are requested to make service requests It may be noted that any service request can be processed only after the folio is KYC Compliant.

  1. In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, transfer, transmission and transposition of securities shall be effected only in dematerialized form. In view of the same and to eliminate all risks associated of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or RTA (Aarathi Consultants) , for assistance in this regard.

  2. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the Documents for consolidating their holdings in one folio. Requests for consolidation of share form.

  3. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA (Aarthi Consultant) in case the shares are held in physical form.

  4. In case of joint holders, the Member whose name per the Register of Members of the Company as on the record date will be entitled to vote during the AGM.

  5. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/131 dated July 31, 2023, and SEBI/HO/ OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/ OIAE_IAD-1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in

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the Indian Securities Market. Pursuant to abovementioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login)

  1. Members seeking any information with regard placed at the AGM are requested to write to the Company on or before September 8, 2024, through e-mail on [email protected]. The same will be replied by the Company suitably.

  2. Members are requested to note that dividends, if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. For details, on unclaimed dividend details please refer to Corporate Governance Report which is a part of this Annual report. The Company has uploaded details of unpaid and unclaimed dividend amounts lying with the Company on the website of the company www.cigniti.com and also on the website of the Ministry of Corporate Affairs

  3. Members attending the meeting through VC/OAVM shall be counted for the purpose of determining the quorum under Section 103 of the Act.

  4. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of contracts or arrangements in which the Directors are interested maintained under Section 189 of the Act, shall be available for electronic inspection by the members during the AGM. All other documents referred to in the Notice would be available for inspection by the Members of the Company. Members desirous of inspecting the same may send their requests at company.secretary@ cigniti.com from their registered e-mail addresses mentioning their names and folio numbers / demat account numbers. The same would be available for inspection, by members through electronic mode, during business hours on working days including and up to date of the Annual General Meeting.

  5. Members may also note that the Notice of the 26th Annual General Meeting and the Annual Report for 2023-2024 will also be available on the Company’s website www.cigniti.com for download along with BSE and NSE websites. The physical copies of the

aforesaid documents will also be available at the normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor email id: company.secretary@ cigniti.com

  1. Voting through electronic means:

  2. A. THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

  3. (i) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) read with the circulars issued by MCA and SEBI and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is providing its members, the facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system(“remote e-voting”) as well as e-voting during the AGM will be provided by Central Depository Services (India) Limited (CDSL).

  4. (ii) The facility for E-voting through electronic voting system shall also be made available at the AGM and the members attending the meeting, who have not cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting prior to the AGM may attend the AGM but shall not be able to cast their vote again at the AGM.The remote e-voting period commences on Saturday, September 7, 2024 (9:00 a.m. IST) and ends on Monday, September 9, 2024 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Tuesday, September 3, 2024 i.e. Record Date, may cast their vote electronically.

  5. (iii) The e-voting module shall be disabled by CDSL for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-voting facility, either during the period commencing from

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Tuesday, September 7, 2024 and ending on Monday, September 9, 2024, or e-voting during the AGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM.

  • (iv) The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/ OAVM but shall not be entitled to cast their vote on such resolution again.

  • (v) The Board of Directors has appointed Mr. DS Rao (Membership No ACS-12394), Practicing Company Secretary as the Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM in a fair and transparent manner.

  • (vi) The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the record date.

  • (vii) The Scrutinizer shall, immediately after the conclusion of e-voting at the AGM, would unblock the votes cast through remote e-voting and through e-voting at the AGM in the presence of at least two witnesses not in employment of the Company and submit, with in two working days of conclusion of the AGM, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman of the meeting or a person authorised by him in writing who shall countersign the same.

  • (viii) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website (www.Cigniti.com ) and on the website of CDSL (www.evotingindia.com) after the result is declared. The Company shall simultaneously forward the results to both BSE and NSE where the shares of the Company are listed.

  • (ix) The instructions for shareholders voting electronically are as under:

  • a. The remote e-voting period commences on Saturday, September 7, 2024 (9:00 a.m. IST) and ends on Monday, September 9, 2024 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Tuesday, September 3, 2024 i.e. record date, may cast their vote electronically.

  • b. Shareholders who have already voted prior to the meeting date would not be entitled to vote during meeting through evoting.

  • c. In terms of SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Demat mode CDSL/NSDL is given below:
Type of shareholders Login Method
Individual Shareholders holding
securities in Demat mode with
CDSL Depository
1)
Users who have opted for CDSL Easi / Easiest facility, can login through
their existing user id and password. Option will be made available to reach
e-Voting page without any further authentication. The URL for users to login
to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit
www.cdslindia.com and click on Login icon and select New System Myeasi
Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period. Additionally, there is also links
provided to access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration

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Type of shareholders Login Method Login Method
4) Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page or click on https://evoting.cdslindia.com/
Evoting/EvotingLogin The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all
e-VotingService ProvideRs
Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit the
securities in demat mode with
NSDL Depository
e-Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click
on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider name
and you will be re-directed to e-Voting service provider website for casting
your vote during the remote e-Voting period.
  • 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding You can also login using the login credentials of your demat account through securities in demat mode) your Depository Participant registered with NSDL/CDSL for e-Voting facility. After login through their Depository Successful login, you will be able to see e-Voting option. Once you click on e-Voting Participants (DP) option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities in Demat
mode with CDSL
Members facing any technical issue in login can contact
CDSL helpdesk by sending a request at helpdesk.evoting@
cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat
mode with NSDL
Members facing any technical issue in login can contact
NSDL helpdesk by sending a request at [email protected] or
call at022 – 48867000 and 022-2499 7000

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  • (x) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

    • displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia. com and voted on an earlier e-voting of any company, then your existing password is to be used.

    • given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

  • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

D i v i d e n d Enter the Dividend Bank Details or Date Bank Details of Birth (in dd/mm/yyyy format) as recorded in your demat account or in OR Date of the company records in order to login. Birth (DOB)

If both the details are not recorded with the depository or company, please enter the member id / folio number in

  • (xi) After entering these details appropriately, click on “SUBMIT” tab.

  • (xii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to

  • (xiii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (xiv) Click on the EVSN for the relevant on which you choose to vote.

  • (xv) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xvi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xvii) After selecting the resolution, you have decided vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xviii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xix) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xx) If a demat account holder has forgotten the login password then Enter the User ID and the Password & enter the details as prompted by the system.

  • (xxi) There is also an optional provision to upload BR/POA if any uploaded, which will be made

  • (xxii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia. com and register themselves in the “Corporates” module.

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  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/ MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES.

  1. For Physical shareholdersplease provide necessary details like Folio No., Name of (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

  4. B. INSTRUCTION FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM:

  5. i. Shareholders will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. The procedure for

attending the meeting & e-voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

  • ii. The link for VC/OAVM to attend the meeting will be available where the EVSN of the Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

  • iii. Facility of joining the AGM through the VC/ OAVM mode shall open 15 minutes before the scheduled time of commencement of the Meeting and will be available for members on

  • iv. Shareholders are encouraged to join the Meeting through Laptops/IPads for better experience.

  • v. Further shareholders will be required to switch on the video facility and use Internet connection with a good speed to avoid any disturbance during the meeting.

  • vi. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

  • vii. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/Folio number, PAN, mobile number at [email protected] from Wednesday, September 4, 2024 (9:00 a.m. IST) to Friday, September 6, 2024 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  • viii. If you have any queries or issues regarding attending AGM & e-voting form the CDSL e-voting system, you can write an email to helpdesk.evoting@ cdslindia.com or contact at 022-23058738 and 022- 23058542/43.

  • ix. All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi, Sr. Manager, (CDSL),

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Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@ cdslindia.com or call on 022-23058542/43.

C. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

  • i. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

  • ii. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

  • iii. If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/ OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Other Instructions:

  1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same. The results will be announced within the time stipulated under the applicable laws.

  2. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.cigniti.com and on the website of CDSL https://www.evotingindia.com immediately. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

For and on behalf of the Board Cigniti Technologies Limited

Sd/-

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

  • iv. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

Annual Report 2023-24 63

Cigniti Technologies Limited

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT / RE-APPOINTMENT AS REQUIRED UNDER REGULATION 36 OF THE SEBI (LODR) REGULATIONS AND APPLICABLE SECRETARIAL STANDARDS:

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Sl Particulars C.V.Subramanyam
1. 00071378
2. Nationality Indian
3. Date of birth/Age 14/06/1955
4. Bachelor’s Degree in Commerce along with Law and Post Graduate Diploma
in Business Management.
5. A brief resume of the director C V Subramanyam is the Chairman & Non-Executive Director of the supervisory
board of Cigniti Technologies Limited and focuses on the corporate
governance and regulatory aspects of running a publicly listed company.
His primary focus is on creating shareholder value by ensuring that various
parts of the organization add value to the various stakeholders such as clients,
employees, partners, industry, and society. Subramanyam is a successful
entrepreneur who co-founded one of South India’s largest transport and
logistics organization that has continued to operate successfully for more
than 25 years since inception.
In 1998, he founded Chakkilam Infotech as an IT services company providing IT
solutions and built HIPAA compliance products for the US healthcare industry.
He successfully took the company public in 2004 and listed it on the Bombay
Stock Exchange. In 2008, C V Subramanyam was instrumental in putting
together a world class executive management team, as was required to
successfully reposition the company as an Independent Software Testing
services company. Chakkilam Infotech merged with Cigniti Inc of USA in Jan
2012 and became Cigniti Technologies Ltd. Further to this, in 2013, the company
acquired Gallop Solutions and became the world’s 3rd largest Independent
Software Testing services company. In 2017 company achieved $100 Mn in
revenue and emerged as world’s leading independent software testing
services & quality engineering company. In 2022, Cigniti was recognized as the
world’s leading AI-led digital assurance services company. Now, he now wants
dream and aspiration.
Subramanyam is also passionate about giving back to the society through
education, healthcare and sustainability.
Subramanyam is a pragmatic, people focused person who holds a diverse
group of people together with his practical approach to life. He holds a
Bachelor’s Degree in Commerce along with Law and Post Graduate Diploma
in Business Management.
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  1. Leadership, Entrepreneurship & General Business Management areas;

  2. Disclosure of relationships between Father of Mr. C. Srikanth, Director directors inter-se;

    1. Names of listed entities in which No Directorships in listed Companies the person holds the directorship;
  3. Names of listed entities in which the person holds the membership of Committees of the board;

  4. Names of listed entities from which the person has resigned/ retired in the past three years;

  5. In case of independent directors, the skills Not Applicable and capabilities required for the role and the manner in which the proposed person meets such requirements

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