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Cigniti Technologies Ltd Proxy Solicitation & Information Statement 2023

Sep 22, 2023

61964_rns_2023-09-22_9ba6b5a8-3ffa-4aa2-9c62-e97b151f8fec.pdf

Proxy Solicitation & Information Statement

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22[nd] September 2023

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 EGM notice which is dispatched to shareholders of the Company-reg.

In terms of Regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 as amended we are forwarding the notice of Extra-Ordinary General Meeting of the Company, which is being dispatched to our Shareholders on 21[st] September 2023. The Extra-Ordinary General Meeting will be held on Friday, 13th day of October, 2023 at 10.15 A.M. at Hall 1 & 2 Novotel & HICC Complex, (Near HITEC City), P.O. Bag 1101, Cyberabad Post Office, Hyderabad - 500 081, INDIA

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

Thanking you.

Yours Faithfully,

For Cigniti Technologies Limited

Digitally signed by ADIRAJU ADIRAJU NAGAVASUDHA NAGAVASUDHA Date: 2023.09.22 07:45:30 +05'30' Naga Vasudha Company Secretary

Encl: as above

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Extra-ordinary General Meeting

(EGM)

of

CIGNITI TECHNOLOGIES LIMITED.

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Cigniti Technologies Ltd

Registered Office: Suite 106 & 107, MGR Estates, Dwarakapuri Colony, Punjagutta, Hyderabad 500 082, Telangana, India Tel.: +91(40)40382255 Fax.: +91(40)40382299

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www.cigniti.com
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NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra-Ordinary General Meeting of the Shareholders of M/s. Cigniti Technologies Limited will be held on Friday, 13[th] October 2023 at 10.15 A.M. at Hall 1 & 2 Novotel & HICC Complex, (Near HITEC City), P.O. Bag 1101, Cyberabad Post Office, HYDERABAD - 500 081, INDIA to transact the following business:

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. C.V.SUBRAMANYAM (DIN NO. 00071378) AS CHAIRMAN & MANAGING DIRECTOR OF THE COMPANY:

To consider, and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, Schedule V and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made there under, as amended from time to time, read with regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to the approval of Central Government, if any, the consent of the Members of the Company be and is hereby accorded for the appointment of Mr. C. V. Subramanyam (DIN No. 00071378) as Chairman & Managing Director of the Company for a period of 5 Years with immediate effect.

“RESOLVED FURTHER THAT during the tenure of Mr. C.V. Subramanyam (DIN No. 00071378), as Chairman and Managing Director of the company, shall be entitled to a remuneration not exceeding Rs. 5,00,00,000/- (Rupees Five Crores only) per annum, subject to a maximum of 5% of net profit in a financial year.

  • “RESOLVED FURTHER THAT subject to the above limits, the Board be and is hereby authorised to fix, alter or vary from time to time the remuneration payable to Mr. C. V. Subramanyam (DIN No. 00071378) in such manner as it may deem fit (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary terms and conditions of the said appointment in such manner as may be agreed to between the Board and Mr. C.V.Subramanyam.”

For and on behalf of the Board Cigniti Technologies Limited Place: Hyderabad Naga Vasudha Date: 21.09.2023 Company Secretary M.NO.23711

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NOTES:

  1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument of Proxy in order to be effective shall be deposited at the Registered Office of the Company by not less than 48 hours before the commencement of the Meeting.

  2. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty (50) members and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy, who shall not act as a proxy for any other person or shareholder. The appointment of proxy shall be in the Form No. MGT.11 annexed herewith.

  3. Corporate Members are requested to send to the Company’s Registrar & Share Transfer Agent (RTA), a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Extra-ordinary General Meeting.

  4. Shareholders holding shares in physical form may write to the company/company’s RTA for any change in their address; shareholders holding shares in electronic form may inform the same to their depository participants immediately, where applicable.

  5. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen signature(s) registered with the Company for admission to the meeting hall. Members who hold shares in dematerialised form are requested to bring their Client ID and DP ID Numbers for identification. In case of joint holders attending the Meeting, only such joint holders who are higher in the order of names will be entitled to vote.

  6. Members are requested to send their queries at least 10 days before the date of meeting so that information can be made available at the meeting.

  7. Members may note that the Notice of Extra-ordinary General meeting will also be available on the Company’s website www.cigniti.com for download. 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: [email protected]

  8. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business in the Notice is annexed hereto and forms part of this Notice.

  9. Voting through electronic means:

A. THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

  • (i) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the

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Companies (Management and Administration) Amendment Rules, 2015 and Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

  • (ii) The remote e-voting period commences on Tuesday, October 10, 2023 (9:00 a.m. IST) and ends on Thursday, October 12, 2023 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, October 6, 2023 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (iii) The facility for voting through ballot paper shall be made available at the EGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.

  • (iv) 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:

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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 e-voting is in
progress as per the information provided by company. On clicking
the e-voting 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
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 e-voting is in
progress and also able to directly access the system of all e-Voting
Service Providers.
Individual
Shareholders
holding
securities in
demat mode
with NSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the
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. Once the home page of e-Services is
launched, click on the “Beneficial 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

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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 demat account
number hold with NSDL), Password/OTP and a Verification 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 duringthe remote e-Voting period.
Individual
Shareholders
(holding
securities in
demat mode)
login through
their Depository
Participants
(DP)
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting 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 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
[email protected] 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 at
toll free no.: 1800 1020 990 and 1800 22 44 30
  • (v) 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

  • a. For CDSL: 16 digits beneficiary ID,

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

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

  • 4) Next enter the Image Verification as 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.

  • 6) If you are a first-time user follow the steps 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.
Dividend
Bank
Details
OR Date of
Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company, please
enter the member id / folio number in the Dividend Bank details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) 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 password in the new password field. Kindly 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 keep your password confidential.

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

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

  • (x) 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.

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

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  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) 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.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • 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.

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

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (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. Mr. Manish Kumar Singhania, Practicing Company Secretary, bearing C.P. Number 8068 has been appointed as the Scrutinizer to scrutinize the e-voting process. The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the EGM, 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.

  5. 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 within two(2) days of passing of the resolutions at the EGM of the Company and communicated to the National Stock Exchange of India Limited and BSE Limited.

  6. The route map for attending EGM is annexed to this Notice of EGM.

Place: Hyderabad Date: 21.09.2023

For and on behalf of the Board Cigniti Technologies Limited Naga Vasudha Company Secretary

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

Sl Particulars C.V.Subramanyam
1. Directors Identification
Number (DIN)
00071378
2. Nationality Indian
3. Date of birth/Age 14/06/1955
4. Qualification 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 & MD 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 to build a $1bn quality-first
digital engineering services company, and that’s his
dream and aspiration.

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Subramanyam is also passionate about giving back to
the society through Cigniti’s CSR program - Project
Cignificance which works in the areas of 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.
6. Nature of expertise in
specific functional
areas;
Leadership, Entrepreneurship & General Business
Management
7. No of shares held and
percentage of
shareholding
29,35,165 and 10.76%
8. Disclosure of
relationships between
directors inter-se;
Father of Mr. C. Srikanth, Director
9. 1. Names of listed
entities in which the
person holds the
directorship;
2. Names of listed
entities in which the
person holds the
membership of
Committees of the
board;
3. Names of listed
entities from which the
person has
resigned/retired in the
past three years;
No Directorships in listed Companies
10. In case of independent
directors, the skills and
capabilities required for
the role and the
manner in which the
proposed person meets
such requirements
Not Applicable

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EXPLANATORY STATEMENT [Pursuant to Section 102 of the Companies Act, 2013]

Item No. 1: APPOINTMENT OF MR. C.V. SUBRAMANYAM (DIN NO. 00071378) AS CHAIRMAN & MANAGING DIRECTOR OF THE COMPANY:

The Board of Directors of the Company have received a requisition notice from some of the shareholders of the Company holding 39,21,612 equity shares aggregating to 14.38% of the total paid up share capital for convening Extra-Ordinary General meeting of the Company under section 100 of the Companies Act, 2013 read with rules there under to consider and approve the resolution as set out in the notice of the meeting.

Facts set-out in the requisition

  • a) Mr.C.V.Subramanyam (DIN no. 00071378) is proposed to be appointed as Chairman & Managing Director of the Company with immediate effect for a period of 5 years at a remuneration not exceeding Rs. 5,00,00,000/- (Rupees Five Crores only) per annum, subject to a maximum of 5% of net profits in a financial year.

  • b) Subject to the approval of shareholders the Board would be authorized to fix, alter or vary from time to time the remuneration payable to Mr. C. V. Subramanyam (DIN No. 00071378) in such manner as it may deem fit which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary terms and conditions of the said appointment in such manner as may be agreed to between the Board and Mr. C.V.Subramanyam. Hence the resolution as mentioned in the proposed resolution.

  • c) At the time of this proposed appointment as Chairman & Managing Director, Mr.C.V Subramanyam is aged about 68 years and 3 months. Post attainment of 70 years the continuance shall be subject to compliance as per the provisions of companies Act 2013 / SEBI LODR regulations.

  • d) The company over the years has achieved a prominent position of being a world class leading independent software testing service provider. It has been Globally recognized by various analyst community and has won many accolades. This has been possible with the great contribution from Mr. C V Subramanyam as Promoter and continuing office as Chairman & Managing Director over these years. His unique operating methodology enabled him to bring in various experienced professionals who have contributed to this glory.

  • e) Currently the company has embarked on a journey to convert the company business into a world class digital service provider. Steps have been taken over the last two years to bring in the right people and investment in software tools and capability building exercise has commenced.

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  • f) At this juncture continuance of leadership of Mr. C V Subramanyam as Chairman & Managing Director is essential and critical. This shall also pave the way for him to remain at the helm and make the necessary transition at the appropriate juncture.

Considering the request received from shareholders and recommendations from the NRC, the Board of Directors in their meeting held on 21[st] September 2023 has called to hold this Extra-Ordinary General Meeting to consider and approve the proposed resolution as set-out in the notice.

Except for the Directors, Mr. C. V. Subramanyam and Mr. C. Srikanth, none of the other directors, key managerial personnel and their relatives is concerned or interested in the above said resolution.

A copy of the brief profile of Mr.C.V.Subramanyam is attached herewith.

For and on behalf of the Board Cigniti Technologies Limited Place: Hyderabad Naga Vasudha Date: 21.09.2023 Company Secretary M.NO.23711

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Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L72200TG1998PLC030081 Name of the company: Cigniti Technologies Limited Registered office: Suit No.106 &107, 6-3-456/C, MGR Estates, Dwarakapuri Colony, Panjagutta, Hyderabad– 500082. Telangana State, Ph No 040-40382255, Fax: 040-40382299

Name of the member(s): Registered Address: E-mail Id: Folio No./Client Id: DP ID:

I/We, being the member (s) of …………. shares of the above-named company, hereby appoint

  1. Name: ……………………

Address:_ E-mail Id : Signature: ……………., or failing him

  1. Name: ……………………

Address: E-mail Id :

Signature: ……………., or failing him

3. Name: …………………

Address: E-mail Id: Signature: …………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extraordinary General Meeting of the Company, to be held on Friday, 13[th] day of October, 2023 at 10.15 A.M. at Hall 1 & 2 Novotel & HICC Complex, (Near HITEC City), P.O. Bag 1101, Cyberabad Post Office, HYDERABAD - 500 081 INDIA and at any adjournment thereof in respect of such resolutions as are indicated below:

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Resolution
No
Description For Against
1 Appointment of Mr. C.V.Subramanyam (DIN-
00071378) as Chairman & Managing Director of
the Company.
Signed this …..… day of………… 2023
Signature of shareholder
Affix
Revenu
e Stamp

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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CIGNITI TECHNOLOGIES LIMITED SUIT NO.106 &107, 6-3-456/C, MGR ESTATES, DWARAKAPURI COLONY, PANJAGUTTA, HYDERABAD– 500082, TELANGANA STATE

ATTENDANCE SLIP

(Please present this slip at the Meeting venue)

I hereby record my presence at the Extra-ordinary General Meeting of the Company, to be held on Friday, 13[th] day of October, 2023 at 10.15 A.M. Hall 1 & 2 Novotel & HICC Complex, (Near HITEC City), P.O. Bag 1101, Cyberabad Post Office, HYDERABAD - 500 081 and at any adjourned meeting thereof.

Shareholders/Proxy‘s Signature_____

Shareholders/Proxy‘s full name_____

(In block letters)

Folio No./ Client ID_______

No. of shares held___

Note:

Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall.

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EGM route map to be enclosed

Address:

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Hall No: 1 & 2 Novotel & HICC Complex, (Near HITEC City), P.O. Bag 1101, Cyberabad Post Office, HYDERABAD - 500081, INDIA

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Scan the QR code to get driving directions to Novotel Convention Center

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World’s Leading AI & IP-Led Digital Assurance & Digital Engineering Services Company

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