We have audited the accompanying standalone financial statements of Cigniti Technologies Limited (the“Company”), which comprise the Balance Sheet as at March 31 2025, the Statement of Profit and Loss, includingthe Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended, and notes to the standalone financial statements, including a summary of materialaccounting policies and other explanatory information (hereinafter referred to as the “Standalone FinancialStatements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidStandalone Financial Statements give the information required by the Companies Act, 2013, as amended (“theAct”) in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit including othercomprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing(SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the ‘Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of ourreport. We are independent of the Company in accordance with the ‘Code of Ethics' issued by the Institute ofChartered Accountants of India (‘ICAI') together with the ethical requirements that are relevant to our audit ofthe financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theStandalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe Standalone Financial Statements for the financial year ended March 31, 2025. These matters were addressedin the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon,and we do not provide a separate opinion on these matters. For each matter below, our description of how ouraudit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report.We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the StandaloneFinancial Statements section of our report, including in relation to these matters. Accordingly, our audit includedthe performance of procedures designed to respond to our assessment of the risks of material misstatement ofthe Standalone Financial Statements. The results of our audit procedures, including the procedures performed toaddress the matters below, provide the basis for our audit opinion on the accompanying Standalone FinancialStatements.
Key audit matters
How our audit addressed the key audit matter
Impairment assessment of non-current investment in subsidiaries carried at cost (as described in note 4 of
the Standalone Financial Statements)
As at March 31, 2025, the Company has investmentsof Rs. 8,783.50 lakhs in subsidiaries which is testedfor impairment annually, using discounted cash¬flow models of subsidiaries' recoverable value
Our audit procedures included the following:
• We tested the design, implementation andoperative effectiveness of management's key
internal controls over investment impairmentassessment;
compared to the carrying value. The determination ofrecoverable amounts of the Company's investments
in the subsidiaries relies on management's estimates
• We assessed the methodology applied by the
of forecast of future cash flows and their judgment
Company in its impairment analysis. In making this
with respect to the forecast of the subsidiaries' future
assessment, we also evaluated the competence,
performance.
professional qualification, objectivity and
The inputs to the impairment testing model include:
independence of Company's specialists involved inthe process;
• Projected revenue growth, operating margins and
• With the assistance of a specialist, we assessed
operating cash-flows in the years 1-5;
the assumptions around the key drivers of the cash
• Stable long-term growth rates beyond five years
flow forecasts including discount rates, expected
and in perpetuity; and
growth rates and terminal growth rates used, in
• Discount rates that represent the current market
consideration of the current and estimated futureeconomic conditions;
assessment of the risks specific to the subsidiary,
taking into consideration the time value of money.
• We assessed the recoverable value headroom by
The impairment testing includes sensitivity testing ofkey assumptions, including revenue growth, operating
performing sensitivity testing of key assumptionsused;
margin and discount rate.
• We discussed potential changes in key drivers as
The impairment testing is considered a key auditmatter because the assumptions on which the testsare based are highly judgmental and are affectedby future market and economic conditions which areinherently uncertain, and because of the materiality of
compared to previous year/ actual performancewith management in order to evaluate whetherthe inputs and assumptions like projected revenuegrowth, EBIDTA, etc. used in the cash flow forecastswere suitable;
the balance to the Standalone Financial Statements as
• We tested the arithmetical accuracy of the
a whole.
impairment model; and
• We assessed the adequacy of the related
disclosures as described in note 4 to the StandaloneFinancial Statements.
Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises theinformation included in the Annual Report, but does not include the Standalone Financial Statements and ourauditor's report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the otherinformation and, in doing so, consider whether such other information is materially inconsistent with the financialstatements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based onthe work we have performed, we conclude that there is a material misstatement of this other information, we arerequired to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect tothe preparation of these Standalone Financial Statements that give a true and fair view of the financial position,financial performance including other comprehensive income, cash flows and changes in equity of the Companyin accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards)Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the Standalone Financial Statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users taken on the basis of these Standalone FinancialStatements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether dueto fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor's report to the related disclosuresin the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, includingthe disclosures, and whether the Standalone Financial Statements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that wereof most significance in the audit of the Standalone Financial Statements for the financial year ended March 31,
2025, and are therefore the key audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on thematters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books, except that the back-up of books of account and otherbooks and papers maintained in electronic mode was not kept in servers physically located in India on adaily basis from April 1, 2024 to September 30, 2024 in respect of legacy accounting software as stated inNote 46 to the Standalone Financial Statements and for the matters stated in the paragraph 2(i)(vi) belowon reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other ComprehensiveIncome, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the books of account;
(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, asamended;
(e) On the basis of the written representations received from the directors as on March 31, 2025, taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from beingappointed as a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith areas stated in paragraph 2(b) above on reporting under section 143(3)(b) and paragraph 2(i)(vi) below onreporting under Rule 11(g);
(g) With respect to the adequacy of the internal financial controls with reference to these Standalone FinancialStatements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2”to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2025, has been paid / providedby the Company to its directors in accordance with the provisions of section 197 read with Schedule V tothe Act;
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its StandaloneFinancial Statements - Refer note 41(b) to the Standalone Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts;
iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other person or entity, including foreignentities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, thatthe Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds havebeen received by the Company from any person or entity, including foreign entities (“FundingParties”), with the understanding, whether recorded in writing or otherwise, that the Companyshall, whether, directly or indirectly, lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable andappropriate in the circumstances, nothing has come to our notice that has caused us to believethat the representations under sub-clause (a) and (b) contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
vi. The Company has migrated to a new accounting software from legacy accounting software witheffect from October 1, 2024. Based on our examination which included test checks, the new accountingsoftware used by the Company for maintaining its books of account has a feature of recording audittrail (edit log) facility and the same has operated throughout the period for all relevant transactionsrecorded in the new accounting software except that, the audit trail feature is not enabled for directchanges to data when using certain access rights, as described in note 47 to the Standalone FinancialStatements. Further, during the course of our audit we did not come across any instance of audittrail feature being tampered with in respect of the new accounting software. The legacy accountingsoftware used by the Company is operated by a third-party software service provider. In the absenceof controls on audit trail in Service Organization Controls report, we are unable to comment on whetheraudit trail feature of the said legacy software was enabled and operated throughout the period forall relevant transactions recorded in the legacy software or whether there were any instances of theaudit trail feature being tampered with. Additionally, we are unable to comment whether the audittrail has been preserved by the Company for the legacy accounting software as per the statutoryrequirements for record retention.
For S.R. Batliboi & Associates LLP
Chartered AccountantsICAI Firm Registration Number: 101049W/E300004
per Harish Khemnani
Partner
Membership Number: 218576UDIN: 25218576BMIEND4000
Place of Signature: HyderabadDate: May 5, 2025