Cigniti Technologies Ltd — AGM Information 2021

May 12, 2021

12th May 2021

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 23rd AGM 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 23rd Annual General Meeting of the Company, which is being dispatched to our Shareholders on 11th May, 2021. The 23rd Annual General meeting of the company is scheduled to be held on Friday, 04.06.2021 through Video Conferencing ("VC") / Other Audio Visual Means.

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

Thanking you.

Yours Faithfully, For Cigniti Technologies Limited

A.N.Vasudha Company Secretary

Encl: as above

NOTICE

Notice is hereby given that the 23rd Annual General Meeting of the Shareholders of M/s. Cigniti Technologies Limited will be held on Friday, 4th day of June, 2021 at 9.00 A.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt the Audited Balance and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Reports of Auditors and Directors thereon.

share, for the year ended March 31, 2021.

To appoint a director in place of Mr. K. Ch. Subba Rao

Based on the terms of appointment, are subject to retirement by rotation. Mr. K. Ch. Subba Rao, who was appointed on 30th July 2018 performance evaluation and the recommendation of the Nomination and Remuneration Committee, the

ordinary resolution :

RESOLVED THAT, pursuant to the provisions of the Companies Act, 2013, Mr. K. Ch. Subba Rao rotation.

Resolution:

62 of Companies Act 2013 read with the Rule 12 of The Companies (Share Capital and Debenture) Rules, and any other rules, regulations and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable and subject to any approvals, permissions and sanctions of any / various imposed while granting such approvals, permissions and sanctions and based on the recommendations of the Nomination and Remuneration Committee (NRC), and the Board of Directors of the Company in their respective meetings held on November 1, 2020, January 28, 2021 and April 29, 2021 the Company be and hereby accords its approval by a special resolution to grant 3,00,000 stock options (including option scheme 2014 and Cigniti Employee Stock issued share capital of the Company to Mr. Ganesh Technologies Inc; USA, a wholly owned subsidiary Company."

be and is hereby authorised to sign Stock option Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the aforesaid employee of the Company.

Resolution:

"RESOLVED that pursuant to the provisions of section 197 and other applicable provisions, if any, of the Companies Act, 2013 (Act), as amended from time to accordance with the provisions of section 198 of the Act, be paid to and distributed amongst the Directors of the Company or some or any of them (other than such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors and such payments shall be made in for a period of three years, commencing April 1 2020."

"RESOLVED further that Mr. C.V. Subramanyam, authorized to do all such deeds necessary and with Registrar of Companies, Hyderabad."

For and on behalf of the Board

Date: 29.04.2021 DIN: 00071378

NOTES:

• its circular dated 13th January, 2021 read with April 13, 2020 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") 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 MCA Circulars, the AGM of the Company is being held through VC / OAVM.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. by the Members will not be available for the AGM
• 1. 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 and MCA Circulars dated April 08, 2020, April 13, th January 2021, the to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with

Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, AGM will be provided by CDSL.

• Cigniti Technologies Limited C.V. Subramanyam 4. The Members can join the AGM in the VC/OAVM time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at basis. This will not include large Shareholders 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 AGM without restriction on account of
  • AGM through VC/OAVM will be counted for Section 103 of the Companies Act, 2013.
  • Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.cigniti.com. The Notice can also be accessed from the websites of com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website www.evotingindia.com.
  • of the Companies Act, 2013 relating to the Special forms part of this Notice.
  • 1. The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the directors are interested under Section 189 of the Companies Act, 2013, will be available electronically for inspection during the AGM.

their representative to attend and vote at the Annual General Meeting.

• 1. The Register of Members and Share Transfer Books of the Company will remain closed from
• 1. Members may note that the Board of Directors, in its meeting held on April 29, 2021 has day (i.e. June 11, 2021), from the date of AGM, electronically through various online transfer modes to those members who have updated their bank account details. For members who have not updated their bank account details, dividend out to their registered addresses once the postal facility is available. To avoid delay in receiving the KYC with their depositories (where shares are held in dematerialized mode) and with the Company's Registrar and Transfer Agent (RTA) (where shares are held in physical mode) to receive the dividend date.
• 1. In accordance with the provisions of the Income from 1st April 2020, dividend declared and the members at the applicable rates. A separate email will be sent at the registered email ID of the members describing about the detailed process to submit the documents/ declarations along will be provided for submitting the documents/ declarations by the members who are desiring to www.cigniti.com. Shareholders holding shares in physical form may write to the company/ address and bank mandates; shareholders holding shares in electronic form may inform the same to their depository participants immediately, where applicable.
• mandated submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in demat form to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Registrar and Share Transfer Agents (M/s. Aarthi Consultants Pvt. Ltd.)

• 1. In consonance with the company's sustainability initiatives and Regulation 36 of the SEBI (LODR) documents with shareholders in the electronic mode, wherever the same has been agreed to by the shareholders. Further The Ministry of and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a 'Green Initiative in Corporate Governance' and allowed companies to share documents with its shareholders through to support this green initiative by registering/ electronic communications. Members holding of such folios and send the relevant share Share Transfer Agents of the Company for their doing the needful.

• GN/2018/24 dated June 8, 2018 and further NRO/GN/2018/49 dated November 30, 2018, w.e.f. April 1, 2019 the transfer of securities of listed companies shall not be processed unless the securities are held in the dematerialized form (Demat) with a depository. Hence, the dematerialize their shareholding to avail the for transmission and transposition of securities in physical form, will be accepted by the RTA.

• least 10 days before the date of meeting so that information can be made available at the meeting.

• 1. In respect of shares held in physical mode, all any, in their registered address immediately to the registrar and share transfer agent of the company and correspond with them directly regarding share transmission /transposition, Demat / Remat, change of address, issue of duplicate shares
• 1. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate a person on whom the shares held by him/her shall vest in the event of his/her death. Members desirous of availing this facility may submit nomination in case shares are held in physical form, and to their respective depository participant, if held in electronic form.
• 1. In compliance with the aforesaid MCA Circulars 21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.
• 1. Since the AGM will be held through VC / OAVM,

• as follows:

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 Companies (Management and Regulation 44 of SEBI (Listing Obligations and the Members are provided with the facility to cast their vote electronically, through Depository Services (India) Limited (CDSL) on all the resolutions set forth in this Notice. below.
• Tuesday, June 1, 2021 (9:00 a.m. IST) and ends During this period, Members holding shares either in physical form or in dematerialized

date, may cast their vote electronically. The voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the otherwise not barred from doing so, shall be the AGM.

• III. The Members who have cast their vote by attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
• IV. The voting rights of Members shall be in
• V. The details of the process and manner for

  • (i) The shareholders should log on to the www.evotingindia.com.

  • (ii) Click on Shareholders tab

  • (iii) Now Enter your User ID

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

  • displayed and Click on Login.

  • (v) If you are holding shares in demat form and had logged on to www.evotingindia. com and voted on an earlier voting of any to be used.

Cigniti Technologies Ltd.

	given below:
PAN	(Applicable for both demat shareholdersas well as physical shareholders)
	Members who have not updated theirPAN with the Company/Depository
	than 8 digits enter the applicablenumber of 0's before the numbername in CAPITAL letters. Eg. If yournumber 1 then enter RA00000001 in
DividendBankDetails OR Dateof Birth (DOB)	Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format) asrecorded in your demat account or inthe company records in order to login.
	If both the details are not recordedwith the depository or companyplease enter the member id / folionumber in the Dividend Bank details

• (vii) After entering these details appropriately, click on "SUBMIT" tab.

• (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein their login password in the new password also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your

• form, the details can be used only for this Notice.

• Name> on which you choose to vote.

• 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.

• wish to view the entire Resolution details.

• decided to vote on, click on "SUBMIT". A to change your vote, click on "CANCEL" and accordingly modify your vote.

• resolution, you will not be allowed to modify your vote.

• clicking on "Click here to print" option on the Voting page.

• changed password then Enter the User ID and the system.

• be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

E-VOTING DURING THE AGM ARE AS UNDER: -

• AGM is same as the instructions mentioned
• (ii) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions not barred from doing so, shall be eligible to the AGM.
• (iii) If any Votes are cast by the shareholders AGM and if the same shareholders have

not participated in the meeting through VC/ OAVM facility , then the votes cast by such shareholders shall be considered invalid as available only to the shareholders attending the meeting.

• Individuals, HUF, NRI etc.) and Custodian are and register themselves as Corporates.
• (ii) A scanned copy of the Registration Form bearing the stamp and sign of the entity cdslindia.com.
• (iii) 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.
• (iv) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• (v) 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.
• (vi) Alternatively Non Individual shareholders Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address schid285@gmail.com and to the Company at the email address viz; company.secretary@ cigniti.com, if they have voted from individual system for the scrutinizer to verify the same.

necessary details like Folio No., Name of shareholder, scanned copy of the share scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

• Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.
• CDSL and provide the login credentials to the

ARE AS UNDER:

• should be emailed to helpdesk.evoting@ (i) Shareholder will be provided with a facility to attend the AGM through VC/OAVM through access the same at https://www.evotingindia. com under shareholders/members login by for VC/OAVM will be available in shareholder/ members login where the EVSN of Company will be displayed.
  • (ii) Shareholders are encouraged to join the Meeting through Laptops / IPads for better
  • Camera and use Internet with a good speed to avoid any disturbance during the meeting.
  • (iv) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot Fluctuation in their respective network. It is Fi or LAN Connection to mitigate any kind of aforesaid glitches.
  • register themselves as a speaker by sending to meeting mentioning their name, demat account number/folio number, email id, mobile number at company email id viz; company. secretary@gmail.com. The shareholders who do not wish to speak during the AGM but have days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). company suitably by email.

Cigniti Technologies Ltd.

• at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL,) Central Depository Services (India) Limited, A Compounds, N M Joshi Marg, Lower Parel (East),
• 1. Mr. S. Chidambaram, Practicing Company Secretary, bearing C.P. Number 2286 has been appointed as the Scrutinizer to scrutinize the count the votes cast during the AGM, thereafter

and make, not later than 48 hours of conclusion of the AGM, 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.

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 resolutions at the AGM of the Company and communicated to BSE Limited.

For and on behalf of the Board Cigniti Technologies Limited

C.V. Subramanyam Date: 29.04.2021 DIN: 00071378

EXPLANATORY STATEMENT

Item No. 4:

subsidiary Company. Considering the scale of business of the Company and the responsibilities, contribution, Inc; USA a wholly owned subsidiary Company, the Board of Directors based on the recommendation of the th November 2020, 28th January 2021 and April 29, 2021 has recommended for approval of the shareholders, the grant of the proposed resolution as set out in Item No. 4 of this Notice.

the Company. Hence the resolution as set out in item no.4 of this Notice is recommended for your approval.

Mr. Ganesh is a Mechanical Engineering Graduate from the College of Engineering, Guindy, Chennai, and holds track record of building global digital transformation business across industry verticals. Prior to joining Cigniti, Mr. Ganesh spent 20 years at HCL, led strategic relationships with Fortune 100 enterprise clients in Financial

None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way,

Item No. 5:

Section 197 of the Companies Act, 2013, provides for payment of remuneration to the directors who are neither Section 198 of the Act.

which should commensurate with their increased role, responsibilities and duties.

Accordingly, it is proposed that in terms of section 197 of the Act, the Directors (apart from the Managing accordance with the provisions of the Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board.

in the said resolution.

For and on behalf of the Board Cigniti Technologies Limited

Place: Hyderabad C.V. Subramanyam DIN: 00071378