The Board of Directors are pleased to present the Company's twenty seventh Annual Report and the Company's
audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company's financial performance (Standalone and Consolidated) for the Financial Year ended March 31,
2025 are as follows:

STATE OF AFFAIRS & COMPANY’S PERFORMANCE:

FY2025 was a game-changing year in our growth story, marked by Cigniti's strategic acquisition by Coforge
Limited—a global leader in digital transformation. This union brought together two complementary forces: Cigniti's
AI-led, platform-first assurance expertise and Coforge's domain-rich transformation capabilities. The integration
has unlocked powerful synergies across product engineering, intelligent automation, and GenAI-powered quality
engineering. A dedicated integration office has ensured seamless operational alignment and cultural synergy,
laying a robust foundation for long-term value creation.

We strengthened our leadership in Al-led Digital
Assurance and Engineering. Our proprietary platforms
iNSta™, Zastra™, and BlueSwan™ were further enhanced
with GenAI-driven capabilities, enabling adaptive
testing, AI observability, and risk-based validation across
enterprise landscapes. These innovations have helped
us to scale assurance for over 10,000 digital applications.
Analyst firms like IDC and Gartner have emphasized the
critical need for responsible AI validation-citing the
importance of testing for explainability, fairness, and
safety-areas where we continue to invest and lead.
Client satisfaction remained at a high of 92% (rated 4
out of 4), which is a testament to our delivery excellence
and enduring client trust.

Financial highlights: The Company's consolidated
total revenue for the financial year 2024-25 was Rs
2,01,434.09 lakhs compared to Rs 1,81,501.33 lakhs in the
previous financial year. The net profit for 2024-25 was
Rs 20,017.42 lakhs as against Rs 16,559.20 lakhs for the
previous year.

On a standalone basis, the total revenue for 2024-25
was Rs 100,685.02 lakhs compared to Rs 78,872.73 lakhs
in the previous year. The net profit for 2024-25 was
Rs 12,225.80 lakhs, as against Rs 9,479.02 lakhs in the
previous year.

During the period under review and on the date of
Board's Report there was no change in the nature of
Business. The Management's Discussion & Analysis
(md&a) of the Company's global business during
the year under review as well as business outlook,
along with a discussion of internal controls & risk
management and mitigation practices, appears
separately in this Annual Report.

TRANSFER TO RESERVES

During the year, the Company has not transferred any
amount to the General Reserves.

DIVIDEND:

During the year, your Company earned profits.
However the Board of Directors have decided not to
recommend dividend instead utilize the profits for the
growth of the Company.

The Company has a Policy for Distribution of Dividend
under Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 This policy
aims at laying down a broad framework for considering
decisions by the Board of the Company, with regard
to the distribution of dividends to shareholders and/
or the retention or reinvestment of profits and the
same is available on the Company's website at
https://www.cigniti.com/wp-content/uploads/policies/
Dividend-Distribution-policy.pdf? gl=1*lp435j* gcl
au*Nzc1MzYyMDExLjE3NTY0MzcxMzE.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for
the year under review.

FUTURE PROSPECTS AND OUTLOOK

As we step into FY2026, we are strategically poised
to lead the AI-first digital transformation wave. Our
integration with Coforge expands our market access,
enhances domain specialization, and strengthens
our go-to-market synergies-particularly across BFSI,
Healthcare, Travel, Retail, and Utilities. With Global IT
spending projected to surpass $5.6 trillion in 2025
(Gartner), enterprises are prioritizing AI, cloud, and
platform modernization-areas where our offerings
are well-aligned.

To maintain our competitive edge, we are intensifying
our investments in IP innovation, AI-native Centers
of Excellence, and future-ready reskilling. Our people
remain our greatest asset, and through structured
upskilling in AI, DevOps, cloud, and data engineering,
we are equipping our teams to deliver next-gen value.
Our brand harmonization strategy for FY2025-26
is focused on amplifying visibility and consistency
across markets. With a clear strategic vision, expanded
capabilities, and a client-first culture, we are confident
in our ability to drive sustained growth, deepen client
impact, and continue delivering meaningful outcomes
in a dynamic digital economy.

Looking ahead, Cigniti, now Coforge, is well-positioned
to expand its leadership in Al-first assurance validation,
intelligent automation, and product engineering. We
remain sharply focused on deepening impact in high-
growth verticals while leveraging Coforge's global GTM
ecosystem to tap into new opportunities across North
America, Europe, and ANZ.

With bold investments in GenAI platforms, skill
acceleration, and strategic alliances, we are evolving
into a transformation partner of choice for digital-
first enterprises. FY2025 was not only a year of strong
performance-it marked the beginning of a unified,
innovation-led journey driven by agility, scale, and
purposeful growth.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT & CHANGE IN NATURE OF
BUSINESS, IF ANY

There have been no material changes and
commitments affecting the financial position of the
Company subsequent to the close of the Financial
Year to which Financial Statements relate and the
date of the Report.

BUY BACK OF EQUITY SHARES

During the financial year 2024-25, your company did
not engage in any buyback of securities.

SHARE CAPITAL

During the year, your Company has allotted 96,875 equity shares of Rs10/- each to employees under Cigniti ESOP
scheme. The paid up Equity Share Capital of the Company as on 31st March 2025 is Rs 27,39,69,590/- divided into
2,73,96,959 equity shares of Rs.10/- each.

EMPLOYEE STOCK OPTION SCHEME

During the year, no options were granted to the employees of your Company. During the year, the company
has options under Cigniti ESOP scheme 2013, Cigniti ESOP scheme 2015, Cigniti ESOP Scheme 2022 . The details of
Employees Stock Option Scheme pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014
are provided as Annexure - IV to this Report. Further, information pursuant to Section 62 of the Companies Act, 2013
read with Rules made thereunder and details of the Scheme as specified in Part F of Schedule - I of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on Company's website and may be
accessed at https://www.cigniti.com/

During the year, a reserve was made towards outstanding of Employee Stock Options (ESOPs) and Employee
Compensation Expenses (Share based payment expenses) for the year ended March 31, 2025, of Rs 148.20 lakhs
for FY2025, which includes Employee Benefit expenses detailed in Note No. 33. for standalone financial statements
and Note No. 32 for consolidated financial statements.

Further, it is confirmed that the Schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and during the year under review there were no material changes in the Scheme.

TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

As per the provisions of Section 124 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 as amended, shares of the shareholders, and dividends declared who have not claimed
dividends for a continuous period of 7 years, from the date of transfer to Unpaid Dividend Account of the Company,
shall be transferred to Investor Education and Protection Fund Authority account. During the financial year 2024¬
25, the company was not required to transfer unpaid or unclaimed dividend amounts to the Investor Education
and Protection Fund (IEPF), as the specified time frame of seven years has not yet elapsed.

Members who have not encashed the dividend warrants / demand drafts so far in respect of the unclaimed
and unpaid dividends declared by the Company for the Financial Year 2020-21 and thereafter, are requested
to make their claims without any delay to the Company's Registrar and Transfer Agent M/s. Aarthi Consultants
Private Limited, at email id info@aarthiconsultants.com by providing folio no and other necessary details for the
unclaimed dividend as mentioned in the below table. Pursuant to the provisions of IEPF Rules, the Company has
uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Company
www.cigniti.com, as also on the website of the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. Our directors bring
essential qualifications and experience in general corporate management, strategy, finance, administration, and
other related fields, allowing them to contribute effectively to the Company. None of the Directors are disqualified
under the provisions of the Companies Act, 2013, or the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Details of remuneration as required under Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in
Annexure III of this report.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 the key Managerial Personnel
(KMP) of the Company as on March 31, 2025 :

a) Mr. Pankaj Khanna- Executive Director

b) Mr. Krishnan Venkatachiary, Chief Financial Officer

c) Ms. Naga Vasudha- Company Secretary and
Compliance Officer.

CHANGE IN THE STATUS OF KMPS DURING THE YEAR:

During the year 2024-25, the following changes have
occurred in the key managerial personnel of the
company:

1. Mr. C. Srikanth (DIN: 06441390) resigned as CEO
& Executive Director effective from the close of
business hours on July 6, 2024.

2. Mr. Pankaj Khanna (DIN: 09157176), was appointed
as Executive Director effective from July 6, 2024.

CHANGE IN DIRECTORS

Pursuant to the terms of Share Purchase Agreement
dated 2nd May, 2024 by and amongst the Company,
the promoters and members of the promoter group
of the Company and Coforge Limited, the acquirer
(Coforge Limited) has appointed new Directors in
place of existing Directors on the Board of Cigniti. The
list of all the directors with changes is provided below:

Directors whose tenure completed or resigned during
the last financial year:

DECLARATION BY INDEPENDENT DIRECTORS AND
STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the required declaration
from each independent director under Section 149(7)
of the Companies Act, 2013, confirming that he/
she meets the independence criteria as outlined in
the Section 149(6) of the Companies Act, 2013, and
Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that
they have complied with Schedule IV of the Act and
the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations,
the Independent Directors have confirmed that he/
she meets the criteria of independence as provided in
clause (b) of sub-regulation (1) of regulation 16 and that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any external influence.

During the year, Independent Directors of the Company
had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission
and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board of
Directors and Committee(s).

The Directors possess integrity, expertise and
experience in their respective fields.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
DISCLOSURES:

None of the Independent / Non-Executive Directors
have any pecuniary relationship or transactions with
the Company other than sitting fees, commission
and reimbursement of expenses incurred by them for
the purpose of attending meetings of the Company
which in the Judgment of the Board may affect the
independence of the Directors

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Independent Directors are familiarized about the
Company's operations and businesses. Interaction
with the Business heads and key executives of the
Company is also facilitated. Detailed presentations
on important policies of the Company are also made
to the directors. Direct meetings with the Chairman is
further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group
practices.

The details of familiarisation programme are available
on the Company's website at https://www.cigniti.com/
familiarization-programme/

BOARD MEETINGS

During the Financial Year 2024-25 , seven (7) Board
meetings of the Company were convened and held
in accordance with the provisions of the Act and the
details of which are given in the Corporate Governance
Report.

COMMITTEES OF THE BOARD

There are various Board constituted Committees
as stipulated under the Act and Listing Regulations
namely Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee, Corporate
Social Responsibility (CSR) Committee and Business
Responsibility Committee. Brief details pertaining to
composition, terms of reference, meetings held and
attendance - of these Committees during the year
have been enumerated in Corporate Governance
report which forms part of the annual report.

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit
Committee were approved by the Board of Directors

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and
178(1) & (3) of the Companies Act, 2013, the Board of
Directors upon recommendation of the Nomination
and Remuneration Committee approved a policy on
Director's appointment and remuneration, including,
criteria for determining qualifications, positive

attributes, independence of a Director and other
matters The said Policy extract is covered in Corporate
Governance Report which forms part of this Report
and is also uploaded on the Company's website at
www.cigniti.com.

PERFORMANCE EVALUATION

The Board of Directors had carried out an annual
evaluation of its own performance, board committees,
and individual directors pursuant to the provisions of
the Act and SEBI Listing Regulations. The evaluation was
based on a comprehensive set of criteria finalized by the
board members. The Board considered the evaluation
of the members based on one-on-one meetings,
questionnaire and the directors who were subject
to evaluation did not participate in the process. The
performance evaluation of the Independent Directors
was carried out by the entire Board excluding the
Director being evaluated. The performance evaluation
of the Chairperson and the Non- Independent
Directors was carried out by Independent Directors. The
Nomination and Remuneration Committee reviewed
the performance of individual directors on the basis of
criteria. The Directors expressed their satisfaction with
the evaluation process.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with
the provisions of section 197(12) of the act, read with rule
5(1) and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure -III to this report.

Further, managerial remuneration is also provided in
the Corporate Governance Report. The information
as required under Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is applicable and forms part of
the Report.

However, as per the first proviso to Section 136(1) of
the Act and the second proviso of Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Report and
Financial Statements are being sent to the Members of
the Company excluding the statement of particulars
of employees under Rule 5(2) of the said Rules. Any
Member interested in obtaining a copy of the said
statement may write to the Company Secretary, and
the said annexure is also open for inspection at the
Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act,
2013, the Board of Directors hereby confirm that:

(a) In the preparation of the annual accounts, the
applicable accounting standards have been

followed and there are no material departures;

(b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year
and of the profit and loss of the company for that
period;

(c) They have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;

(d) They have prepared the annual accounts on a
going concern basis; and

(e) They have laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and operating
effectively.

(f) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
statutory and secretarial auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory
auditors and the reviews performed by management
and the relevant board committees, including the
audit committee, the Board is of the opinion that the
Company's internal financial controls were adequate
and effective during FY 2025.

During the review period, these controls were tested,
and no material weaknesses in design or operation
were identified. Furthermore, no significant issues
concerning the efficiency or adequacy of these
controls were noted.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have
not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies
Act, 2013 and the Indian Accounting Standards Ind AS-
10 and Ind AS-28 on consolidated financial statements,
your Directors have provided the consolidated financial

statements for the financial year ended March 31, 2025
which forms part of the Annual Report.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / BRANCHES/
ASSOCIATES/ JOINT VENTURES:

Your Company has eight wholly owned foreign
subsidiary companies (WOS), two Indian wholly
owned subsidiary companies (WOS) and two foreign
Branches.

Foreign WOS:

1. Cigniti Technologies Inc., USA,

2. Cigniti Technologies (Canada) Inc., Canada

3. Cigniti Technologies (uk) Limited, UK

4. Cigniti Technologies (Australia) Pty. Limited,
Australia

5. Cigniti Technologies (sg) PTE. Limited, Singapore

6. Cigniti Technologies (cz) Limited s.r.o., Czech
Republic

7. Cigniti Technologies CR LIMITADA , Costa Rica

8. RoundSqr Pty. Limited, Australia

Indian WOS:

1. Gallop Solutions Private Limited

2. Aparaa Digital Private limited

Foreign Branch:

1. Cigniti Technologies Limited, South Africa

2. Cigniti Technologies Limited, Dubai

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules,
2014, a separate statement containing the salient
features of the financial statements of the subsidiary
companies is prepared in Form AOC-1 and is attached
as Annexure-I and forms part of this report.

In accordance with the provisions of the Companies
Act, 2013, the Balance sheet, Statement of Profit and Loss
and other documents of the subsidiary companies are
being made available on the website of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits
during the Financial Year ended March 31, 2025 and
as such, no amount of principal or interest on public
deposits was outstanding as on the date of the
balance sheet.

Since the Company has not accepted any deposits
during the Financial Year ended March 31, 2025,
there are no instances of non-compliance with the
requirements of the Act.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of loans, guarantees or investments made
under section 186 of the companies Act, 2013 are given
in the note No 4 to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
during the financial year were on arm's length basis
and were in the ordinary course of business. During the
year ended March 31, 2025, there were no materially
significant related party transactions, which had
potential conflict with the interests of the Company at
large.Thetransactions withrelatedparties are disclosed
in Note 34 of Consolidated financial statements and
Note 35 of Standalone financial statements to the
Annual Accounts. In line with the provisions of Section
177 of the Act read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, omnibus approval for
the estimated value of transactions with the related
parties for the financial year is obtained from the Audit
Committee. The transactions with the related parties
are routine and repetitive in nature.

The summary statement of transactions entered
into with the related parties pursuant to the omnibus
approval so granted are reviewed and approved by
the Audit Committee and the Board of Directors on a
quarterly basis.

The Form AOC-2 pursuant to Section 134(3)(h) of
the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith
as Annexure- II to this report.

CORPORATE SOCIAL RESPONSIBILITY POLICY (“CSR”)

The Company has constituted a CSR Committee in
accordance with Section 135 of the Act. The details of
the CSR Policy of the Company, its development and
initiatives taken by the Company on CSR during the
year in terms of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 have been appended
as Annexure-VIII to this Report.

With the mission to discover once again the social
responsibility of developing economic, social and
environmental capital towards sustainability, Cigniti
crafted CSR projects in achieving the mission. Your
Company believes and strives hard in sustainable
development of society in which the enterprise draws
economic and natural resources by enriching its
capacity in contributing to the significant positive
change in the economy.

The said policy is available on the website of the
Company at: https://www.cigniti.com/policies/

DISCLOSURE OF PARTICULARS WITH RESPECT
TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A. Conservation of Energy:

Your Company's operations are not energy
intensive. Adequate measures have been taken

to conserve energy wherever possible by using
energy efficient computers and purchase of
energy efficient equipment.

B. Technology Absorption:

Your company is a leading global provider of AI and
IP-led Digital Assurance and Engineering services.
We assist companies worldwide in accelerating
their digital transformation, helping them
become digital-first. We are committed to being
client-centric and growth-oriented, delivering
comprehensive and integrated solutions that
are desirable, viable, and feasible for our global
clients. By staying at the cutting edge of emerging
technologies and leveraging these advancements,
we aim to deliver significant business value. Our
emphasis on innovation, design thinking, and
emerging technology trends allows us to harness
these developments for substantial business
benefits.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: t 73141.74 Lakhs
Foreign Exchange Outgo: t 939.38 Lakhs
RISK MANAGEMENT POLICY

The Board of Directors of the Company has a Risk
Management Committee to frame, implement and
monitor the risk management plan for the Company.
The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring
its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis.

The development and implementation of risk
management policy has been covered in the
Management Discussion and Analysis, which forms
part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for directors
and employees in conformation with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations, to
report concerns about unethical behavior. Employees
may report their genuine concerns to the Chairman of
the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee.

The policy provides for adequate safeguards against
the victimisation of the director(s)/employee(s) who
avail the vigil mechanism. The details of establishment
of such mechanism has been disclosed on the website
www.cigniti.com.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Policy for determining the material subsidiaries of
the Company is in terms of the amendments in the SEBI
Listing Obligations & Disclosure Regulations, 2015. The
said Policy is available on the Website of the Company
at https://www.cigniti.com/policies/

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed
by the regulators /courts that would impact the
going concern status of the Company and its future
operations.

STATUTORY AUDIT AND AUDITORS REPORT

The members of the Company at their Annual General
Meeting held on 23^rd June, 2022 have appointed M/s.
S R Batiliboi & Associates, LLP, as statutory auditors of
the Company to hold office until the conclusion of
29^th Annual General meeting of the Company. The
Auditors' Report for FY 2024-2025 does not contain
any qualification, reservation or adverse remark.
The Auditors' Report is enclosed with the financial
statements in this Annual Report. The Company has
received audit report with unmodified opinion for both
Standalone and Consolidated audited financial results
of the Company for the Financial Year ended March 31,
2025 from the statutory auditors of the Company.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13
of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of
Board and its Powers) Rules, 2014 the Company has
appointed M/s. BDO India LLP, Chartered Accountants,
Hyderabad as Internal Auditors for the Financial Year
2024-25.

The Internal Audit teams monitor and evaluate the
efficacy and adequacy of internal control systems
in the Company, its compliance with operating
systems, accounting procedures and policies of
the Company. Based on their reports, the corrective
actions in respective areas are taken to strengthen the
controls. Deviations are reviewed periodically and due
compliance ensured. Summary of Significant Audit
Observations along with recommendations and its
implementations are reviewed by the Audit Committee
and concerns, if any, are reported to Board. There are
no significant audit observations made by Internal
Auditors.

Further, the Company has appointed KPMG Assurance
and Consulting Services LLP as Internal Auditors of the
Company for the Financial Year 2025-26.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section

148(1) of the Act, are not applicable for the business
activities carried out by the Company.

SECRETARIAL AUDITOR & AUDIT REPORT

In terms of section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board
of Directors have appointed M/s. Ranjeet Pandey
& Associates, Practicing Company Secretaries as
Secretarial Auditors to conduct Secretarial Audit of the
Company for the Financial Year ended March 31, 2025.

Further, the Board of Directors of the Company, on
the recommendation of the Audit Committee, has
approved the appointment of M/s. Ranjeet Pandey &
Associates, Company Secretaries, having peer review
No. 1912/2022, as Secretarial Auditors of the Company
for a term of five consecutive years commencing from
FY 2025-26 till FY 2029-30, subject to approval of the
Members.

The Secretarial Audit Report issued by M/s. Ranjeet
Pandey & Associates; Practicing Company Secretaries
in Form MR-3 is annexed to this Board's Report as
Annexure - VII.

Directors Explanation to Secretarial Auditor
observations

i. In previous years, the Company made foreign
investments in Cigniti Technologies Inc., USA,
and Cigniti Technologies (Canada) Inc., Canada,
Cigniti Technologies (NZ) Limited in New Zealand
(striked off), Cigniti Technologies CR Limitada in
Costa Rica, Cigniti Technologies (sg) Pte. Ltd in
Singapore and Cigniti Technologies (CZ) Limited
s.r.o, in Czech Republic without obtaining the
necessary ODI/UIN from the Reserve Bank of India
(RBI). As a result, the Company was unable to
submit the required Annual Performance Reports
(APRs) for these subsidiaries. To address this issue,
the Company is actively working on obtaining the
Unique Identification Numbers (UIN) from the RBI
for the aforementioned investments. Once the
UINs are obtained, the Company will promptly file
the pending APRs.

The Company had received a show cause notice
dated September 4, 2023, from Enforcement
Directorate (ED) to show cause as to why the
inquiry should not be held and penalty should
not be imposed against the Company for the
following contraventions:

• Failure to file Advance Remittance Form with
RBI and non-allotment of shares/refund of
amount received in the year 2013 against FDI
of Rs. 151.49 lakhs from M/s Kairos Technologies
Inc., USA within 180 days from the date of
receipt of FDI (Year 2013);

• Failure to furnish ESOP Declaration Form to
the RBI within the stipulated time in respect
of receipt of remittance of Rs. i lakh from an
employee of Cigniti Inc., USA; and

• Failure to timely submit to RBI Annual
Performance Report (APR) in respect of
overseas direct investment (ODI) made in
Cigniti Inc., USA, Gallop Solutions Inc., USA,
Cigniti UK and Cigniti Australia to the tune of
Rs. 6,479.86 lakhs in the years 2012-2017.

The Company had submitted response on
September 25, 2023, against the show cause
notice stating that all the aforementioned
contraventions were unintentional procedural
delays and had requested that the penalty
should not be levied. The Company had made
application to RBI for compounding of delay
in reporting of FCGPR, APRs, ESOP declaration
form and FLA returns from 2011-12 to 2017-18
and has regularised the transaction with M/s
Kairos Technologies Inc., USA. the Company
had received the Compounding order from
RBI dated November 7, 2024, for the aforesaid
non-compliances demanding a penalty of Rs.
13.83 lakhs. The Company had accrued and
paid the penalty amount. The Company is
currently in the process of obtaining closure
letter from ED for this matter.

ii. The Company has filed BRSR report in pdf mode
with in the time limit while xbrl filing is delayed.
Further RPT for half year ended 31st March, 2024
with one day delay. Additionally, the Company
had filed intimation under Regulation 30 regarding
resignation of Director and KMP with in time limit
except that resignation letters have not been
attached.

The Board assures that all necessary steps are being
taken to comply with the regulatory requirements and
to regularize these procedural lapses. The Company
remains committed to adhering to all statutory
obligations and ensuring transparent communication
with regulatory authorities.

ANNUAL RETURN

As required, pursuant to section 92(3) of the Companies
Act, 2013 read with Rule 12(l) of the Companies
(Management and Administration) Rules, 2014 every
company shall place the copy of annual return on the
website of the Company, if any and shall provide the
web-link of the same in this report. Since the Company
has a website, the Annual return is uploaded on the
website of the Company at https://www.cigniti.com/
investors/Annual Return

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 (2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015

Business Responsibility & Sustainability Report for 2024¬
25 describing various initiatives taken by the Company
on social, environmental and governance perspective,
is attached at Annexure-VI which forms part of this
report.

The BRSR indicates the Company's performance
against the principles of the ‘National Guidelines on
Responsible Business Conduct'. This would enable the
Members to have an insight into Environmental, Social
and Governance initiatives of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the
year under review as stipulated under Regulation 34 (e)
read with schedule V, Part B of SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 with
the stock exchange in India is annexed herewith as
Annexure- V to this report.

INSURANCE

The properties and assets of your Company are
adequately insured. Further the Directors have been
adequately covered under D & O policy.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate
Governance as prescribed under the Listing
Regulations. A separate section on Corporate
Governance, forming a part of this Report and the
requisite certificate from the practicing Company
Secretary confirming compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance as Annexure.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING

The Board of Directors have adopted the Insider
Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulation, 2015
as amended from time to time. The Insider Trading
Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made
while dealing with shares of the Company, as well as
the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting
of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure
of unpublished price sensitive information and code
of conduct for the prevention of insider trading, is
available on our website https://www.cigniti.com/
code-of-conduct-for-prevention-of-insider-trading/

CEO/CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule
II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO

certification is attached with the annual report as
Annexure-IX.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.

The Company has a Policy on Prevention of Sexual
Harassment of Women at the workplace, in line with
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. The Company believes in providing all
employees a congenial work atmosphere, which is
free from discrimination and harassment, without
regard to caste, religion, marital status, gender,
sexual orientation, etc. During the year, the Company
conducted 46 awareness programs and workshops
at all locations. Employees are required to attend
compulsory awareness and training program on POSH
on our virtual learning platform.

The following is the summary of sexual harassment
complaints received and disposed during the calendar
year.

Further, the Company has complied with the applicable
provisions relating to the Maternity Benefits Acts, 1961
during the financial year 2024-25.

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were
no such transactions during the year under review:

a. The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year.

b. The details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY’S OPERATIONS IN FUTURE

In terms of sub rule 5(vii) of Rule 8 of Companies
(Accounts) Rules, 2014, there are no significant material
orders passed by the Regulators / Courts which would
impact the going concern status of the Company and
its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI).

ACKNOWLEDGEMENTS:

The Board thanks all the customers, vendors,
shareholders and bankers for their continued support
during the year. It places on record its appreciation
for the contribution made by employees of the
company at all levels. The Board also wishes to record
its appreciation for business constituents like SEBI,
BSE, NSE, NSDL, CDSL etc. for their continued support
for the growth of the Company. The Board thanks the
governments of various countries where the company
has operations. It also thanks the Government of
India, particularly the Ministry of Communication and
Information Technology, the Ministry of Commerce, the
Ministry of Finance, the Ministry of Corporate Affairs,
the Customs and Excise Departments, the Income
Tax Department, the Reserve Bank of India, the State
Governments, and other government agencies for
their support, and look forward to their continued
support in the future.

For and on behalf of the Board
Cigniti Technologies Limited
Sd/-

Sudhir Singh

Chairman &

Place: Greater Noida Non Executive Director

Date: July 23, 2025 DIN: 07080613