Cigniti Technologies Ltd - Proxy Solicitation & Information Statement 2024

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29[th] November 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 Postal Ballot Notice which is dispatched to shareholders of the Company-reg

In compliance with the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) and read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 9/2023 dated September 25, 2023 and the latest one being General Circular No. 09/2024 dated September 19, 2024, respectively (collectively the ‘MCA Circulars’), issued by the Ministry of Corporate Affairs (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the approval of the Members of Cigniti Technologies Limited (the "Company") is sought to transact the Business as set out below and as contained in the Postal Ballot Notice. The Company is sending Postal Ballot Notice in electronic form only.

APPOINTMENT OF MR. SAURABH GOEL (DIN: 08589223) AS NON-EXECUTIVE DIRECTOR AND NONINDEPENDENT DIRECTOR OF THE COMPANY.

The said resolution is proposed to be passed by remote e-voting. A copy of Notice along with explanatory statement seeking approval of the Members in respect of the aforesaid matter, is attached for your information and records. The same has also been uploaded on the website of the Company at www.cigniti.com.

The dispatch of the Postal Ballot Notice is made on Friday, November 29, 2024, electronically to all the members whose names appear in the Register of Members/Record of Depositories as on Friday, November 22, 2024, being the cut-off date for the purpose.

In terms of MCA Circulars, the Company has made arrangements with its Registrar & Share Transfer Agent for registration of email addresses of those shareholders who have not yet registered their email address. Those shareholders are requested to get their email addresses registered by following the procedure given in notes to the Postal Ballot Notice.

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The Company has also engaged the services of Central Depository Services Limited (CDSL) for the purpose of providing remote e-voting facility to Members. The remote e-voting will commence from 9:00 A.M. (IST) on Saturday, November 30, 2024 and ends at 05:00 P.M. (IST) on Sunday, December 29, 2024.

The results of the postal ballot shall be declared by any Director, or the Company Secretary duly authorized on or before Tuesday December 31, 2024.

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

Thanking you.

For Cigniti Technologies Limited

Vasudha Digitally signed by Vasudha Tadepalli Date: 2024.11.29 Tadepalli 21:58:52 +05'30' Naga Vasudha Company Secretary ACS 23711

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

Reg. Office: SUIT NO.106&107,6-3-456/C, MGR ESTATES DWARAKAPURI COLONY PANJAGUTTA, HYDERABAD, Telangana, India, 500082. E-mail: [email protected] | Telephone: +91 40 4038 2255; Fax: +91 40 4038 2255 Website: www.cigniti.com | CIN: L72200TG1998PLC030081

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with the Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended)

VOTING STARTS ON	VOTING ENDS ON
Saturday, November 30, 2024 at 9:00 Hours(IST)	Sunday, December 29, 2024 at 17:00 Hours(IST)

Dear Member(s),

NOTICE is hereby given to the Members of Cigniti Technologies Limited (CIN: L72200TG1998PLC030081) (“ the Company ”) pursuant to Section 108, 110(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, (‘ Act ’) (including any statutory modification or reenactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘ Listing Regulations ’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘ SS-2 ’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for conducting postal ballot process through e-voting vide General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 31, 2020, the General Circular No. 10/2021 dated June 23, 2021, the General Circular No. 20/2021 dated December 8, 2021, the General Circular No. 3/2022 dated May 5, 2022, the General Circular No. 11/2022 dated December 28, 2022 , the General Circular No. 09/2023 dated September 25, 2023 and the General Circular No. 09/2024 dated September 19, 2024, respectively (collectively the ‘ MCA Circulars ’), to transact the special business as set out hereunder by passing Ordinary Resolution, by way of postal ballot only through remote e-voting process (“ E-Voting ”).

An Explanatory Statement pursuant to Section 102 and other applicable provisions of the Companies Act, 2013 and the Listing Regulations, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice for your consideration.

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice in electronic form only and has extended only the remote e-voting facility to those Members whose e-mail addresses are registered with the Company / Depository Participants (“ Depositories ”) as of 22.11.2024 (“ Cut-off Date ”). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

In compliance with Regulation 44 of the Listing Regulations, as amended, and pursuant to the provisions of Section 108 and 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

electronically. The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) for the purpose of providing remote e-voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at https://www.cigniti.com/.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of this Notice for casting of votes by remote e-voting not later than 17:00 Hours (IST) Sunday, December 29, 2024. The remote e-voting facility will be disabled by CDSL immediately thereafter.

Pursuant to Rule 22(5) of the Rules, The Board of Directors of the Company (“ Board ”) has appointed CS Manish Kumar Singhania, Practicing Company Secretary (Membership No. FCS: 22056 COP No. 8068), as the Scrutinizer for conducting the Postal Ballot/ e-voting process in a fair and transparent manner.

Upon completion of remote e-voting, the Scrutinizer will submit his report to the Chairman and/or to the Company Secretary of the Company duly authorized by him. The results of the postal ballot shall be declared by Chairman or Company Secretary duly authorized on or before Monday, December 30, 2024. The results along with the Scrutinizer’s report would be displayed at the Company’s website (www.cigniti.com) and on the website of CDSL (evotingindia.com) and communicated to the National Stock Exchange of India Limited and BSE Limited.

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. SAURABH GOEL (DIN: 08589223) AS NON-EXECUTIVE DIRECTOR AND NON-INDEPENDENT DIRECTOR OF THE COMPANY.

Members are requested 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 149, 152, 161 and all other applicable provisions of the Companies Act, 2013 (“ Act ”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and any other applicable rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors of the Company (“ Board ”), Mr. Saurabh Goel (DIN: 08589223), who was appointed as an Additional Director by the Board of Directors w.e.f October 01, 2024 and whose term of appointment is up to the date of shareholders’ approval via postal ballot/next Annual General Meeting (“AGM”) or the last date by which AGM should have been held, whichever is earlier and in respect of whom a notice has been received from a member proposing his candidature for the office of Director under section 160 of the Companies Act, 2013, be and is hereby appointed as Non-Executive, Non-Independent Director of the Company, liable to retire by rotation, for a term of two (2) years i.e., from October 01, 2024 to

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

September 30, 2026.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary for obtaining necessary statutory, contractual or any other approvals, 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. ”

By the order of the Board For Cigniti Technologies Limited

Place: Hyderabad Date: 22 October, 2024

Sd/Ms Naga Vasudha Company Secretary ACS:23711

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

NOTES:

The Explanatory Statement setting out all material facts as required under Section 102 & 110 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015) in respect of Special Business of the Company is appended and forms part of the Notice.
The Postal Ballot Notice is being sent to all the shareholders of the Company whose names appear in the Register of Members/List of Beneficial Owners as received from theDepositories as onDD/MM/YYYY (“Cut-off Date) and the voting rights shall be reckoned on the paid-up value of the shares registered in the name of the Members as on the cut-off date. Only those Members whose names are recorded in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on the Cutt-off date will be entitled to cast their votes.
As per the MCA Circulars aforesaid, the Postal Ballot Notice is being sent only through electronic mode to those Members whose E-Mail addresses are registered with the Company / Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at https://www.Cigniti.com/, website of Stock Exchanges i.e., BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nse.com and on the website of CDSL India Limited at https://evotingindia.com.
In terms of the MCA and SEBI Circulars mentioned herein above, the Company will send Postal Ballot Notice in Electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the E-voting system only. In case of any queries, member may write to [email protected],
Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders. The proposed resolutions, if passed by requisite majority, shall be deemed to have been passed on Sunday, December 29, 2024, being the last day of remote e-voting.
The voting rights for Equity Shares are one vote per one Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, November 22, 2024. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

However, it is clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the Resolution in accordance with the process specified in this Notice.

In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA

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CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the e-voting service facility provided by CDSL. The instructions for e-voting are provided as part of this Postal Ballot Notice.

Shareholders are requested to cast their vote through e-voting which commences from 9:00 Hours (IST) on Saturday, November 30, 2024 to 17:00 Hours (IST) on Sunday, December 29, 2024 for being considered, failing which it will be taken that no response has been received from the shareholder.
The Company has appointed CS Manish Kumar Singhania (CP No. 8068), Practicing Company Secretary as Scrutinizer for conducting the Postal Ballot voting process in accordance with the law and in a fair and transparent manner.
The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting by postal ballot through the e-voting process will be announced by any Director or Company Secretary of the Company duly authorised, on or before Tuesday, December 31, 2024 and shall be submitted with NSE and BSE Limited where the shares of the Company are presently listed. Additionally, the results will also be uploaded on the Company’s website at https://www.Cigniti.com and on website of CDSL at https://evotingindia.com.
All the material documents referred to in the explanatory statement will be available for inspection electronically. Members seeking to inspect such documents can send an email to [email protected]

12. The instructions for E-Voting:

a) As per MCA and SEBI circulars, the Company is sending this Notice only in electronic form. The approval of Members is being sought through Remote E-voting only.
b) You are requested to carefully read the instructions before exercising the vote and complete the E-voting between 9:00 Hours (IST) on Saturday, November 30, 2024 to 17:00 Hours (IST) on Sunday, December 29, 2024. He / She can use the facility and log in any number of times till he/she has voted on the Resolution or till the end of the voting period, whichever is earlier.
c) Members who have not registered their E-mail ID for receipt of documents in electronic mode under the green initiative of Ministry of Corporate Affairs need to send e mail to [email protected] from their Email ID and they would get an email with the link to participate in Remote E-voting.

d) Voting through electronic means

In terms of the provisions of Section 108, 110 and other applicable provisions, if any, of

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

the Companies Act, 2013 (‘the Act ’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), read with aforementioned Circulars issued by Ministry of Corporate Affairs (‘ MCA Circulars ’) and read with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’), the Company is providing facility to exercise votes on the items of business given in the Notice through electronic voting system only, to members holding shares as on Friday, November 22, 2024 (End of Day) being the Cut-off date fixed for determining voting rights of members, entitled to participate in the E-voting process, through the E-voting platform provided by CDSL.

The instructions for E-voting are as under:

i. Remote e-voting period shall commence at 09:00 a.m. IST on Saturday, November 30, 2024 to 17:00 Hours (IST) on Sunday, December 29, 2024 (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. Friday, November 22, 2024 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter.
ii. During the remote e-voting period, Members can login at CDSL e-voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again.
iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on eVoting 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
Login Method
Shareholders
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Type of Shareholders Login Method	Type of Shareholders Login Method	Type of Shareholders Login Method
	Individual Shareholders holding securities in demat mode with CDSL	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 linksprovided to access the system of all e-

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CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

	Type of Shareholders		Login Method
			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		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 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 eVoting 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 eVoting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote eVoting period or joining virtual meeting& votingduringthe meeting.

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(A Coforge Company)

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Type of
Login Method
Shareholders
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Type of Shareholders Login Method	Type of Shareholders Login Method

Individual Shareholder login through their demat accounts / Website of Depository Participant	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.

Type of
Shareholders
Login Method

Individual
Shareholder
login through
their demat
accounts /
Website of
Depository
Participant

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

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) Login method for e-Voting for Physical shareholders and shareholders other than individual holding shares 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.

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CIGNITI TECHNOLOGIES LIMITED (A Coforge 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.

(ii) After entering these details appropriately, click on “SUBMIT” tab.
(iii) 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.
(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(v) Click on the EVSN for the relevant on which you choose to vote.
(vi) 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.
(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(viii) 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.

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote
(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xi) 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.
(xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xiii) 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.

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

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 at www.prabhhansindltd.in and/or RTA email at [email protected].
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
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. In case you have any queries or issues regarding remote e-

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected] or grievances may be addressed to Mr. Rakesh Dalvi, Manager, CDSL, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email at [email protected] or call on 1800 22 55 33.

All future communications to you would continue to be sent in electronic mode to this e-mail address. Members holding shares in electronic form may please inform any change in their e-mail address to their Depository Participant and Members holding shares in physical mode may inform by writing to the Registrar & Transfer Agent of the Company.

Place: Hyderabad Date: October 22, 2024

By the order of the Board For Cigniti Technologies Limited Sd/Ms. Naga Vasudha Company Secretary ACS: A23711

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

As required under Section 102(1) of the Companies Act, 2013 (“ Act ”) and other applicable provisions of the Act and Securities and Exchange Board of India (Listing Obligations and disclosure requirements) Regulations, 2015 (“ Listing Regulations ”) the following Explanatory Statement setting out all material facts and information, to enable the Members to consider for approval of Item No. 1 should be taken as forming a part of this Notice.

Item No. 1:

In accordance with the terms of the Share Purchase Agreement dated May 2, 2024 ("SPA"), between the Company, the promoters of the Company and Coforge Limited ("the Acquirer"), based on the recommendation of Nomination and Remuneration Committee (“NRC”), the Board of Directors (“Board”) has appointed Mr. Saurabh Goel (DIN: 08589223) as an Additional Director (Non-Executive, Non-Independent Director) for a period of 2 Years w.e.f. 1[st] October 2024 liable to retire by rotation.

Further as per the regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, such appointment to be approved by the shareholders within a period of three months from the date of appointment by the Board.

The NRC and the Board are of the view that Mr Saurabh Goel possesses the requisite skills and capabilities, and his appointment would be of immense benefit to the Company. Hence recommended to the shareholders for approval of appointment of Mr. Saurabh Goel as Non-executive Director by passing the resolution as set out in item no.1 of Postal Ballot notice.

Interest of Directors and Key Managerial Personnel:

None of the Directors, Key Managerial Personnel, and their relatives, except Mr. Saurabh Goel is in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

Place: Hyderabad Date: October 22, 2024

By the order of the Board For Cigniti Technologies Limited Sd/Ms Naga Vasudha Company Secretary ACS:23711

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CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT AS REQUIRED UNDER REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND APPLICABLE SECRETARIAL STANDARDS:

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Sl Particulars Mr. Saurabh Goel
1. Directors 08589223
Identification
Number (DIN)
3. Age 43
4. Qualification Masters in Business Administration
5. A brief resume of the Mr. Saurabh Goel serves as the Chief Financial Officer of
director Coforge Ltd. In his current role in Coforge, he oversees
crucial functions such as Investor Relations, Pricing, Business
Finance, Controllership, Procurement, Legal, Secretarial and
Corporate Treasury. He joined Coforge in 2011 and has a
total of nineteen years of experience in the finance domain.
He has played a pivotal role in shaping the Coforge's
inorganic strategy over the last decade and has successfully
led the post-merger integration of all acquired businesses
during this period.
Recognizing his outstanding contributions, Saurabh is one of
only two recipients of the prestigious Coforge Corporate
Award—the Global Leadership Award—over the past ten
years. Prior to joining Coforge, he held a position at Barclays.
6. Nature of expertise in Investor Relations, Pricing, Business Finance,
specific functional Controllership, Procurement, Legal, Secretarial and
areas; Corporate Treasury.
7. Date of first 1st October 2024
appointment on the
Board
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CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

8.	Terms and conditions including details of remuneration	Appointment as a Non-Executive & for a period of 2 yrs w.e.f. 01.10.2024 up to 30th September 2024 liable to retire by rotation.
9.	No of shares held and percentage of shareholding	Nil
10.	Disclosure of relationships between directors inter-se;	None
11.	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;	Nil
12.	In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements	NA

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AI assistant

Cigniti Technologies Ltd Proxy Solicitation & Information Statement 2024

61964_rns_2024-11-29_a1b12355-5bea-40b4-a5d0-bf5b2b08b8a4.pdf

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. SAURABH GOEL (DIN: 08589223) AS NON-EXECUTIVE DIRECTOR AND NON-INDEPENDENT DIRECTOR OF THE COMPANY.

NOTES:

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

12. The instructions for E-Voting:

d) Voting through electronic means

The instructions for E-voting are as under:

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

Item No. 1:

Interest of Directors and Key Managerial Personnel:

CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT AS REQUIRED UNDER REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND APPLICABLE SECRETARIAL STANDARDS:

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

AI assistant

Cigniti Technologies Ltd — Proxy Solicitation & Information Statement 2024

61964_rns_2024-11-29_a1b12355-5bea-40b4-a5d0-bf5b2b08b8a4.pdf

NOTICE OF POSTAL BALLOT

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. SAURABH GOEL (DIN: 08589223) AS NON-EXECUTIVE DIRECTOR AND NON-INDEPENDENT DIRECTOR OF THE COMPANY.

NOTES:

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

12. The instructions for E-Voting:

d) Voting through electronic means

The instructions for E-voting are as under:

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

Item No. 1:

Interest of Directors and Key Managerial Personnel:

CIGNITI TECHNOLOGIES LIMITED (A Coforge Company)

ADDITIONAL INFORMATION ON DIRECTORS RECOMMENDED FOR APPOINTMENT AS REQUIRED UNDER REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND APPLICABLE SECRETARIAL STANDARDS:

CIGNITI TECHNOLOGIES LIMITED

(A Coforge Company)

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Cigniti Technologies Ltd Proxy Solicitation & Information Statement 2024