Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Cigniti Technologies Ltd Proxy Solicitation & Information Statement 2023

Jul 28, 2023

61964_rns_2023-07-28_df9bfe98-4238-4cc8-8c75-fc09815f6fd6.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [119 x 41] intentionally omitted <==

28[th] July 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 28[th] July 2023. The Extra-Ordinary General Meeting is scheduled to be held on Tuesday, 22nd day of August, 2023 at 10.00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

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

Thanking you.

Yours Faithfully,

For Cigniti Technologies Limited

ADIRAJU Digitally signed by NAGAVASUDH ADIRAJU NAGAVASUDHA Date: 2023.07.28 20:45:40 A +05'30' Naga Vasudha Company Secretary

Encl: as above

==> picture [85 x 14] intentionally omitted <==

==> picture [383 x 101] intentionally omitted <==

==> picture [80 x 28] intentionally omitted <==

Extraordinary General Meeting

(EGM)

of

CIGNITI TECHNOLIGIES LIMITED.

==> picture [146 x 50] intentionally omitted <==

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

==> picture [596 x 35] intentionally omitted <==

----- Start of picture text -----

www.cigniti.com
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

NOTICE OF EXTRAORDINARY 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 Tuesday, 22nd day of August, 2023 at 10.00 A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) 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 a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197 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 Schedule V to the Act, read with regulation 17 and other regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the Members of the Company be and is hereby accorded for appointment of Mr. C. V. Subramanyam as Chairman & Managing Director of the Company for a period of 5 Years with immediate effect and the Board is 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 with liberty to the Board of Directors of the Company (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.

“RESOLVED FURTHER THAT during the tenure of 5 years of Mr. C. V. Subramanyam (DIN No. 00071378), as Chairman and Managing Director of the company, he shall be entitled to a remuneration including commission not exceeding 5% of net profit in financial year as may be decided by the Board from time to time in terms of the provisions of Section 197 read with 198 of the Companies Act, 2013.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

For and on behalf of the Board Cigniti Technologies Limited

Place: Hyderabad Date: 28.07.2023

C. Srikanth Non-Executive Director DIN: 06441390

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 2 of 10
www.cigniti.com Page 2
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

NOTES:

  1. The Ministry of Corporate Affairs (“MCA”) circular No.11/2022 dated December 28, 2022 read with circulars dated May 5, 2022, April 13, 2020 and April 8, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Extra-Ordinary General Meeting (“EGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the EGM of the Company is being held through VC / OAVM.

  2. Since this EGM 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 proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

  3. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated December 28, 2022, May 5, 2022, April 13, 2020 and April 8, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

  4. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

  5. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.cigniti.com. The Notice can also be accessed from the 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. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

  7. 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.

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

  9. 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.

  10. Electronic copy of the Notice of Extra-Ordinary general meeting is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of EGM is being sent in the permitted mode.

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 3 of 10
www.cigniti.com Page 3
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

Instructions for e-voting and joining the virtual EGM are as follows:

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on 19.08.2023 from 9.00 A.M. and ends on 21.08.2023 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. 16.08.2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) 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.

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.

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • (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.

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 4 of 10
www.cigniti.com Page 4
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in 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 users to login to
Easi / Easiest are requested to visit cdsl website www.cdslindia.com and
click on login icon & 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 or joining virtual meeting &
voting during the meeting. 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
cdsl website www.cdslindia.com and click on login & New System Myeasi
Tab and then click on registration option.
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. 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-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 or joining virtual
meeting & voting during the meeting.
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

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 5 of 10
www.cigniti.com Page 5
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

Individual
Shareholders
(holding
securities in
demat mode)
login through
their
Depository
Participants
(DP)
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 during the remote e-Voting
period orjoiningvirtual meeting& votingduringthe meeting
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 or joining
virtual meeting & voting during the meeting.

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

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 6 of 10
www.cigniti.com Page 6
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for e-Voting and joining virtual meetings 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,

      • 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 feld.
  • (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.

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 7 of 10
www.cigniti.com Page 7
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

  • (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 mandatorily 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 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.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the EGM i.e. 22.08.2023 is same as the instructions mentioned above for e-voting.

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

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.

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

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  6. 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

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 8 of 10
www.cigniti.com Page 8
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

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.

  1. 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 resolution at the EGM of the Company and communicated to the National Stock Exchange of India Limited and BSE Limited.

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

Sl Particulars C.V.Subramanyam
1. Directors Identifcation
Number(DIN)
00071378
2. Nationality Indian
3. Date of birth/Age 14/06/1955
4. Qualifcation 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-frst digital engineering
services company, and that’s his dream and aspiration.

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 9 of 10
www.cigniti.com Page 9
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

Subramanyam is also passionate about giving back to the society
through Cigniti’s CSR program - Project Cignifcance 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 specifc
functional areas;
Leadership, Entrepreneurship & General Business Management
7. Disclosure of relationships
between directors inter-se;
Father of Mr. C. Srikanth, Director
8. 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
threeyears;
No Directorships in listed Companies
9. 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

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 10 of 10
www.cigniti.com Page 10
----- End of picture text -----

==> picture [107 x 37] intentionally omitted <==

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 requisition notice from some of the shareholders of the Company holding 29,72,162 equity shares aggregating to 10.90% 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 appointment of Mr. C. V. Subramanyam as Chairman & Managing Director for a period of 5 years at a remuneration decided by the Board.

Accordingly, the Board of Directors of the Company in their meeting held on Friday, 28[th] July 2023 have called for this Extra-Ordinary General meeting in accordance with section 100 of the Companies Act, 2013 read with rules thereunder.

Mr. C.V. Subramanyam (DIN no. 00071378) is proposed to be appointed as Chairman & Managing Director of the Company w.e.f., 22.08.2023 for a period of 5 years at a remuneration as decided by the Board of Directors of the Company (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) in accordance with provisions of Sections 197, 198 and 203 read with schedule V of the Companies Act, 2013 and subject to the approval of shareholders of the Company by way of special resolution. Hence the special resolution as mentioned under item no.1 is put forth for your approval.

Further in any financial year during his tenure as Chairman & Managing Director, he shall be entitled to a remuneration including commission not exceeding 5% of net profit in financial year as may be decided by the Board from time to time in terms of the provisions of Section 197 read with 198 of the Companies Act, 2013.

Except 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.

Place: Hyderabad Date: 28.07.2023

For and on behalf of the Board Cigniti Technologies Limited C. Srikanth Non-Executive Director DIN: 06441390

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 11 of 10
www.cigniti.com Page 11
----- End of picture text -----

==> picture [239 x 81] intentionally omitted <==

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

==> picture [596 x 37] intentionally omitted <==

----- Start of picture text -----

Confidential Page 12 of 1
Page 12
----- End of picture text -----