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Directors Report of Cigniti Technologies Ltd.

Mar 31, 2017

Dear members,

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL SUMMARY:

The performance during the period ended March 31, 2017 has been as under:

(Rs. In Lakhs)

Particulars

2016-2017

2015-2016

Consolidated

Standalone

Consolidated

Standalone

Total Income

62,671.31

27,683.45

59,824.85

20,590.98

Total Expenditure

1,01,168.64

45,328.09

51,421.68

16,246.09

Profit (Loss) Before Tax

(38,49733)

(17,644.64)

8,403.17

4,344.89

Provision for Tax

628.25

726.22

3,435.57

1,148.46

Profit (Loss) after Tax

(39,125.58)

(18,370.86)

4,967.60

3,196.43

Transfer to General Reserves

NIL

NIL

NIL

NIL

Profit available for appropriation

(43,823.78)

(21,065.36)

4,96760

3,196.43

Balance Carried to Balance Sheet

(43,823.78)

(21,065.36)

4,96760

3,196.43

REVIEW OF OPERATIONS

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 61,925.63 Lakhs as against Rs. 59,483.55 Lakhs for the previous financial year. The company clocked a net loss of Rs. 43,823.78 Lakhs for the financial year 2016-17 as against the net profit of Rs. 4,967.60 Lakhs for the previous year

On Standalone basis, the total revenue of the Company for the financial year 2016-17 was Rs. 27,508.59 Lakhs as against Rs. 20,448.97 Lakhs for the previous financial year. The net loss wasRs.21, 065.36 Lakhs for the financial year 2016-17 as against the net profit of Rs. 3,196.43 Lakhs for the previous year

FUTURE PROSPECTS & OUTLOOK

The Software Testing Industry is growing aggressively in double digits as per Industry Analysts. With the advent of digital transformation, Software testing is key for any business to be successful. The Company continues to equip itself technologically based on the latest industry development. This has resulted in the Company winning huge order and the pipeline looks very good. Overall the Company is confident of growing in line with the Industry

DIVIDEND

In view of the losses faced by the Company during the financial year, the Board of Directors could not consider any dividend.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 on consolidated financial statements, your Directors have provided the consolidated financial statements for the financial year ended March 31, 2017 which forms part of the Annual Report.

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

Your Company has two Indian wholly owned subsidiary companies (WOS) and five wholly owned foreign subsidiary companies (WOS).

Gallop Solutions Private Limited (Indian WOS)

Cigniti Software Services Private Limited (Indian WOS)

Cigniti Technologies (Canada) Inc., (Foreign WOS)

Cigniti Technologies (UK) Limited, UK (Foreign WOS)

Cigniti Technologies Inc., USA, (Foreign WOS)

Cigniti Technologies (Australia) Pty. Limited, Australia (Foreign WOS)

Cigniti Technologies (NZ) Limited, New Zealand (Foreign WOS)

Cigniti Technologies Limited, South Africa (Foreign Branch)

During the year under review, the two wholly owned subsidiary companies namely Cigniti Inc. USA and Gallop Solutions Inc. USA have been merged in to Cigniti Technologies Inc. USA wholly owned subsidiary company after obtaining all the necessary approvals from the concerned authorities.

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 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

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from April 1, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

STATUTORY AUDITORS AND AUDITORS REPORT

The existing auditors M/s. P. Murali & Co. will retire at the ensuing Annual General Meeting on expiry of 3 years term. Accordingly the appointment of M/s. S R Batiliboi & Associates, LLP, as statutory auditors of the Company, in place of retiring auditors is placed for approval by the shareholders. The Auditors. Report for fiscal 2017 does not contain any qualification, reservation or adverse remark.

The Auditors'' Report is enclosed with the financial statements in this Annual Report.

INTERNAL AUDIT

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Board has appointed M/s. Sarath & Associates, Chartered Accountants, Hyderabad as internal Auditors in its meeting held on May 17, 2017. 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.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DIRECTORS Changes in Directors:

Mr. P. Sudhakar and Mr. Mani Subramanian, Directors, have resigned from office w.e.f. May 17, 2017 Mr. C. Srikanth was appointed as CEO-Global Operations positioned at Cigniti Technologies Inc., USA a wholly owned subsidiary Company and subsequently re-designated as Non-executive Director of Cigniti Technologies Limited.

The Board placed on records its sincere appreciation for the valuable contribution made by Mr. P. Sudhakar and Mr. Mani Subramanian during their tenure as directors of the Company.

Mr. C. V Subramanyam will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Details of appointment/re-appointment of the director:

Name of the Director

Mr. C. V. Subramanyam

Date of Appointment

03/09/1998

Qualifications

BCOM, MBA, LLB

No. of Shares held in the

2958485

Company

Directorships held

1. TTI CHAKKILAM

in other companies

TYPESETTING

(excluding foreign

PRIVATE LIMITED

companies)

2. GALLOP SOLUTIONS

PRIVATE LIMITED

Positions held in

Nil

mandatory committees

of other companies

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https://www.cigniti.com/policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy

Brief Description

Website link

Board Diversity Policy

At Cigniti, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

http://www.cigniti.com/wp-

content/uploads/Board-Diversity-

Policy-Final.pdf

Nomination and Remuneration Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

http://www.cigniti.com/wp-

content/uploads/Nomination-

Remuneration-policy.pdf

Corporate Social Responsibility Policy

The policy is framed to outline the formation of the committee which directs the Company in implementing the programs relating to education and any other program as the Board may think fit.

http://www.cigniti.com/wp-

content/uploads/CSR-Policy.pdf

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.

http://www.cigniti.com/wp-

content/uploads/Policy-Material-

Subsidiaries.pdf

Related Party Transaction Policy

The policy regulates all transactions between the Company and its related parties

http://www.cigniti.com/wp-

content/uploads/private-policy.pdf

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is included as Annexure-D and forms part of this Report.

CORPORATE GOVERNANCE

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Cigniti, we believe, a sound corporate governance is critical to enhance and retain investor trust. The goal of corporate governance is to ensure fairness information about the Company for every stakeholder. Our disclosures seek to attain the best practices in international Corporate Governance. A separate section on Corporate Governance for fiscal 2017 forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were disclosed in form AOC-2 and is attached as Annexure which forms part of Annual report. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures and Annexure to this report.

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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure A to this report.

A statement containing the name of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 Lakhs or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure B to this report.

EMPLOYEE STOCK OPTION SCHEME

Details of the options up to March 31, 2017 are set out in the Annexure-C to this report, as required under clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014.



FAMILIARIZATION 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 familiarization programme as above are also disclosed on the Company''s website at http/www. cigniti.com/wp-content/uploads/SSR-Familiarisation-Programme.pdf.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules

2014, the Board had appointed Mr. S. Sarveswar Reddy, Practicing Company Secretary to undertake the secretarial audit of the Company for the year 2016

17. The report of the Secretarial Auditor is enclosed as Annexure E and forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

; 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 CSR committee has been formed to achieve the mission and implement the CSR objectives.

The Company has adopted the CSR policy and budget outlay of Rs. 31 Lakhs has been approved by the Board of Directors for the year 2016-17 and the entire amount has been spent towards the Corporate Social Responsibility programme. For the year 2017-18, the average profits for : the preceding three financial years is Rs. 42 Lakhs which has been approved by CSR Committee as budget outlay to be spent towards CSR program.

The details on CSR corpus and amount spent, projects for which funds are utilized have been disclosed as part of Corporate Governance Report.

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 has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Rs. 2, 62, 87, 73,912/Foreign Exchange Outgo: Rs. 21, 94, 05,149/Attention of the members is drawn to Note No. 30 & 31 of Notes on financial statements

BOARD EVALUATION

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of committees of the Board, namely, Audit Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned in the Corporate Governance Report.

BOARD MEETINGS

During the year 2016-17, seven Board meetings were held, the details of which are given in the Corporate Governance Report.

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 to the financial statements.

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.

SHARE CAPITAL

During the year, your Company has allotted 10,10,311 equity shares of Rs. 10/- each to employees under Cigniti ESOP scheme. Consequently the paid up share capital of the Company has increased to Rs. 26, 50, 95,300/divided into 2, 65, 09,530 equity shares of Rs. 10/- each.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

INSURANCE

The properties and assets of your Company are adequately insured.

RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

DISCLOSURE ABOUT COST AUDIT

Cost Audit is not applicable to your Company.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable US Securities laws. 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 at http://www.cigniti.com/wp-content/ uploads/code-of-conduct-for-fair-disclosure-and-prevention-of-insider-trading.pdf.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

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

- No. of complaints received: Nil

- No. of complaints disposed off: Nil ACKNOWLEDGEMENTS

The Board thanks its customers, vendors, investors and bankers for their continued support during the year. It places on record its appreciation of the contribution made by employees of the company at all levels. 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 looks forward to their continued support in the future.

The Board also wishes to place on record their appreciation of business constituents like SEBI, BSE, NSE, NSDL, CDSL, etc. for their continued support for the growth of the Company

For and on behalf of the Board

Cigniti Technologies Limited

Place: Hyderabad C.V. Subramanyam

Date: May 17, 2017 Chairman & Managing Director

DIN: 00071378


Mar 31, 2015

The Directors have pleasure in presenting before you the 17th Annual Report of the Company together with the Audited Statements of Accounts on standalone & consolidated basis for the year ended 31st March, 2015.

Financial Summary/Highlights, Operations, State of Affairs:

The performance during the period ended 31st March, 2015 has been as under:

(Rs,In Lakhs)

Particulars 2014-2015 2013-2014

Consolidated Standalone Consolidated Standalone

Total Income 38,043.32 11,582.44 25,909.98 5,552.12

Total 34,918.76 11,013.94 22,714.94 4,373.29

Expenditure

Profit Before Tax 3,124.56 568.50 3,284.97 1,189.69

Provision for Tax 554.43 174.52 730.47 385.73

Profit after Tax 2,570.13 393.98 2,554.50 803.96

Transfer - - - -

to General

Reserves

Profit 2,570.13 393.98 2,554.50 803.96

available for

appropriation Provision for - - - -

Proposed Dividend

Provision for - - - - Corporate Tax

Balance Carried 2,535.08 358.92 2,554.50 803.96 to Balance Sheet

Review of Operations:

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 38,043.32 Lakhs as against Rs. 25,909.98 lakhs. The net Profit was Rs. 2,570.13 for the financial year as against the net Profit of Rs. 2,254.50 lakhs for the previous year.

Dividend

The Board of Directors are striving hard to maximise the shareholders returns in the long run by proposing inorganic acquisitions globally and placing the Company at No.1 position in the world. Hence the Directors express their inability to declare the dividend.

Qualified Institutional Placement

For global expansion of the Company, the Board of Directors are looking forward for huge investments in the Company. Hence recommended for approval of members, issue of such number of equity shares or the global depositary receipts ("GDR"), the American depositary receipts ("ADR"), the foreign currency convertible bonds ("FCCBS"), fully convertible debentures/partly convertible debentures, preference shares convertible in to equity shares, non-convertible debentures with warrants and / or any other financial instruments or securities convertible in to equity shares by way of Qualified Institutional placement for an amount of Rs. 150 crores (including premium).

Share Capital

During the year, your Company has allotted 21,06,245 equity shares of Rs. 10/- each at a premium of Rs. 208.40/- each and 18,17,974 equity shares of Rs. 10/- each at a premium of Rs. 346/- per share by way of preferential allotment to promoters and others. Consequently the paid up share capital of the Company has increased to Rs. 24,73,92,190/- divided into 2,47,39,219 equity shares of Rs. 10/- each.

Utilization of Proceeds

During the year Company has allotted 39,24,219 equity shares of Rs. 10/- for cash to the promoters and the others. The Company raised about Rs. 110.72 crores from the above issue and spent the same towards purposes as mentioned in the respective explanatory statements. i.e. Capital expenditure, working Capital requirements etc.

Information about the Financial Performance / Financial Position of the Subsidiaries / Associates/ Joint Ventures

Your Company has two Indian wholly owned subsidiary companies (WOS) and six wholly owned foreign subsidiary company (woS) in USA. The performance of the subsidiaries have been included in the consolidated financials and published in the report.

The names of the subsidiaries are furnished below:

Gallop Solutions Private Limited (Indian WOS)

Cigniti Software Solutions Private Limited (Indian WOS)

Cigniti Inc, USA (Foreign WOS)

Gallop Solution Inc., USA (Foreign WOS)

Cigniti Technologies Inc, USA (Foreign WOS)

Cigniti Technologies Canada Inc, Canada (Foreign WOS)

Cigniti Technologies UK Limited, UK (Foreign WOS)

Cigniti Technologies Australia PTY Limited, Australia (Foreign WOS)

Management Discussion and Analysis Report

The Management Discussion and Analysis as required under clause 49 (VIII) (D) of the Listing Agreement forms a part of this Report.

Corporate Governance

A Separate section titled "Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this report.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

Directors And Key Manangerial Personnel

During the year, Ms. M. Amala was appointed as Additional Director in the category of Independent Director. However she resigned from office of directorship w.e.f. to 29.08.2015 and the Board accordingly relieved her while placing on the records its sincere appreciation for the valuable services rendered by her tenure as a director.

Mr. P. Sudhakar will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies act, 2013 and being eligible offers himself for re-appointment. The Company has appointed Mr. v. Krishanan as Chief Financial officer w.e.f. 08th June, 2015.

Details of re-appointment /appointment of the director:

Name of the Director Mr. P. Sudhakar

Date of Appointment 12.02.2015

Qualifications B. Tech in Electrical Engineering

No. of Shares held in the 7,70,027 Company

Directorships held in other 1. Tvarita Capital Private Limited

companies (excluding foreign 2. Eaama Estates Private Limited companies)

Positions held in mandatory Nil committees of other companies

Declaration from Independent Directors on Annual Basis

The Company has received a declaration from Mr. K. Ch. Subba Rao, Mr. Mani Subramani and Mr.K. Nageswer Rao Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are annexed herewith.

Vigil Mechanism

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

Director's Responsibility Statement

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

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Auditors and Auditors Report

In the previous Annual General Meeting (16th AGM), the Company appointed M/s. P. Murali & Co, Chartered accountants as statutory Auditors to hold office until the conclusion of the 17th annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment ratification for the financial year 2015-16.

Internal Audit

The company has adequate Internal audit system and internal control process in place commensurate with the size of the business.

However keeping in with the global expansion and aggressive volume the company is on the look out for appointing an independent practicing chartered accountant firm as internal auditors of the company.

The Board has took note of the same and has approved the same for completing the task this financial year.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr. Vivek Surana, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report. The Company has shortlisted two firms and will appoint one of them as Internal Auditor shortly. It is further stated that the delay in appointment of CFo was occurred for identifying a right candidate with appropriate exposure to meet both domestic & global business practices.

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 has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 1,11,65,11,350/-

Foreign Exchange outgo: Rs. 23,33,18,068/-

Public Deposits

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

Details of Adequacy of Internal Financial Controls

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with Qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

Insurance

The properties and assets of your Company are adequately insured.

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 to the financial statements.

Risk Management Policy

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

Corporate Social Responsibility

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 CSR committee has been formed to achieve the mission and implement the CSR objectives.

The Company has adopted the CSR policy and budgeted outlay of Rs. 20 lacs has been approved by the Board of Directors. As per the programme, the Company has started implementation of CSR activity. However, during the year it was practical to spend only Rs. 18,44,890. The residual amount shall be spent as per the CSR policy. The details on CSR corpus and amount spent, projects for which funds are utilized have been disclosed as part of Corporate Governance Report.

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. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential confict with the interest of the Company at large.

As required under clause 49(V)(D) of the listing agreement, the Company has formulated a policy for determining 'material' subsidiaries, the said policy is disclosed at Company's website at www.cigniti.com.

As required under clause 49(VIII)(A)(2) of the listing agreement, the Company has disclosed the policy on dealing with related party transactions at Company's website at www.cigniti.com.

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

Disclosure About Cost Audit

Cost Audit is not applicable to your Company.

Ratio of Remuneration to each Director

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, ratio of remuneration to maiden employees for Mr. C.V. Subramanyam is 1:10 times in rupees and for Mr. C. Srikanth is 1:5 times in rupees.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited and National Stock Exchange Limited where the Company's Shares are listed.

Corporate Governance and Shareholders Information:

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

Industry Based Disclosures as Mandated by the Respective Laws Governing the Company

The Company is not an NBFC, Housing Companies etc., and hence Industry based disclosures are not required.

Secretarial Standards Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee's stock option scheme : NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares : NA

5. Buy back shares : NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares : Yes

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

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

- No. of complaints received : Nil

- No. of complaints disposed of : Nil

Acknowledgements

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Axis Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board

Cigniti Technologies Limited

C.V. Subramanyam

Place: Hyderabad Chairman & Managing Director

Date: 24.08.2015 DIN: 00071378


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Balance Sheet, Statement of Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

2013 – 14 2012 – 13 Particulars Consolidated Standalone Consolidated Standalone

Income from Operations 25909.98 5552.12 15087.76 2356.75

Profit before depreciation and Tax 3528.32 1359.02 911.36 341.40

Depreciation 243.35 169.33 157.10 136.06

Profit before Tax 3284.97 1189.69 691.64 169.60

Provision for Tax 730.47 385.73 191.26 52.09

Profit after Tax 2554.50 803.96 500.38 117.51

REVIEW AND PROSPECTS

The total revenue of the Company for the financial year ended 31st March, 2014 is Rs. 25,909.98 Lakhs as compared to the previous year''s total revenue of Rs. 15,087.76 Lakhs. This represents an increase of 72% Year on Year in revenues. During this financial year the Company has recorded a net profit of Rs. 2554.50 Lakhs as against the previous year''s net profit of Rs.500.38 Lakhs. The Year-on-year Net Profit growth is 410%.

The past year has been an eventful one for the Company and all its stakeholders. The Company has grown from strength to strength, and has undertaken challenges on the global stage in its strategic drive to reach the key markets of the world.

1. Current Scenario

The independent testing space has been acknowledged by NASSCOM, Nelson Hall and other industry analysts as one of the fastest growing niches in the software services space. Nelson Hall has called specialist testing services recession proof because of the growth in this segment even during the downturn period of 2008 to 2012. The software testing segment of the IT industry in India is expected to continue to grow at a CAGR of more than 20% over the next six years.

Your company has been acknowledged as the third largest independent testing services company by Nelson Hall, a leading IT industry analyst that tracks the software testing industry closely. The company has grown 72% over last year and expects to grow aggressively over the next few years to emerge as the largest independent testing services company in the world. Your company has ambitious plans to emerge as the second largest independent testing services company in the world over the next one year through a combination of organic growth and inorganic acquisitions. Your company has tripled its sales force and marketing investments to ensure that our aggressive growth plans can be achieved.

A key aspect of being a global leader is operations and geographic spread across the world. In the last one year your company has spread its operations to Europe, Australia and Asia Pacific apart from strengthening its sales and marketing operations in North America. Today with operations and a sales force spread across six countries in four continents your company is truly a global organization. Being a truly global company also derisks the company from geographic risks and helps us leverage its experience and talent pool across the globe to deliver superior value to its clients.

The overall IT situation across the world is improving slowly and new technologies like social mobile, cloud and analytics are driving increasing investments into software development. The increasing exposure of these software applications to consumers and the business critical nature of these applications necessitates very high quality software. Your company is well positioned to help companies deliver high quality software through its services. The current year promises to be exciting with growth in new geographies and new service offerings.

2. Quality

Your company continues to lay emphasis on high- level quality processes to deliver solutions to clients exceeding their expectations. Your company became the first independent testing services company to be rated at CMMI–SVC v1.3 Maturity Level 3 of the CMMI Institute (Powered by Carnegie Mellon University) Capability Maturity Model Integration (CMMI). The CMMI for Services (CMMI-SVC) model is most relevant for IT services companies like Cigniti and provides an integrated set of guidelines for providing superior services. This year your company is aiming higher and hoping to achieve the pinnacle of the CMMI-SVC model by preparing for and undergoing an assessment for Level 5 of the CMMI model.

Your company is also ISO 27001:2005 compliant. This certification compliance establishes that Cigniti''s infrastructure and practices meet ISO''s stringent standards for information security management and business continuity capabilities. Cigniti''s evaluation was conducted by TÜV Rheinland Group which is a leading provider of technical services worldwide. This certification helps Cigniti prove to its customers that they take the security of customers'' data very seriously and are committed to provide seamless services.

Your company is also pursuing other domain related IT security certifications like the PCI and HIPAA. These certifications will enable us to serve clients in the BFSI and Healthcare segments.

DIVIDEND

The Board of Directors of Company believe that the profits and retained earnings are best utilized to propel our sales efforts and for inorganic acquisitions in the coming year. Once the consolidation is done and your company achieves a leadership position, a generous dividend policy can be adopted. Hence, the Directors regret their inability to recommend dividend for the year under review.

RESERVES

The Company proposes to transfer Rs. 803.96 lakhs to Reserves and Surplus for the financial year 2013-14.

DIRECTORS

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint the existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. K. Ch. Subba Rao, Mr. M. Subramanian and Mr. K. Nageswara Rao for the office of Independent Directors of the Company. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day and is also available on the website of the Company www.cigniti.com

Mr. C. Srikanth will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Mr. C. Sudhakar will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and has not opted for re-appointment.

ACQUISITION OF GALLOP SOLUTIONS

During the year the company completed the acquisition of a US based software testing services company called Gallop Solutions Inc. based in Irving, Texas, USA and Gallop Solutions Pvt. Ltd, India.

AUTHORISED SHARE CAPITAL OF THE COMPANY

The authorized capital of the company increased from Rs. 20 crores to Rs. 25 crores during the financial year 2013-14. The authorized capital of the company stands at Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.

PAID UP CAPITAL

During the financial year 2013-14, the company has allotted 7,54,211 Equity Shares for Acquisition of Gallop Solutions

Inc –USA on SWAP basis and 12,15,289 Equity Shares allotted to Promoters and others. The company''s paid up capital increased from Rs. 18,84,55,000 to Rs. 20,81,50,000 and capital of the company divided into 2,08,15,000 equity shares of Rs. 10/- each.

UTILISATION OF THE PROCEEDS

During the year Company has allotted 19,69,500 equity shares of Rs. 10/- to M/s Gallop Solutions Inc – USA on swap basis and for cash to the promoters and the others. The Company could raise about Rs. 26.54 crores from the above issue and spent the same towards purposes as mentioned in the respective explanatory statements.

EMPLOYEE STOCK OPTION SCHEME

Board of Directors of the company believes that in order to build your company into a world leader, we need to attract world class talent and more importantly retain them over the long term. Hence, over the period of time, your Company has introduced different Stock Option Schemes to issue and allot Stock options to the employees of the Company and to the employees of Subsidiary Companies. Necessary approvals from the members of the company and statutory authorities were accorded in the due course to give effect to the said schemes.

The details of the stock options granted are forming part of this report and given in a separate Annexure to this report.

CORPORATE GOVERNANCE

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have 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 as on 31st March 2014 and of the profit of the company for the financial year ended 31st March 2014.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

INSURANCE

The Company assets are adequately insured.

EMPLOYEE PARTICULARS

Particulars of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 (''''the Act'''') form part of this report. However, as per the provisions of Section 219(1)(b) (iv) of the Act, the report and accounts are being sent to the shareholders of the Company excluding the particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Company for the same.

STOCK EXCHANGES

Company''s present Equity shares are listed in Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2014-15.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors also wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

On behalf of the Board Cigniti Technologies Limited

C.V. Subramanyam

Managing Director

Place : Hyderabad K. Ch. Subba Rao

Date : 14th August, 2014 Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

2012 - 13 2011 - 12 Consolidated Standalone Consolidated Standalone

Income from Operations 15087.761 2356.75 3383.98 1023.89

Profit before depreciation and Tax 911.36 341.40 276.50 151.56

Depreciation 157.10 136.06 98.29 95.09

Profit before Tax 691.64 169.60 178.46 56.47

Provision for Tax 191.26 52.09 60.41 17.45

Profit after Tax 500.38 117.51 118.05 39.02

Profit carried forward to Balance sheet 907.10 445.18 406.70 327.67

REVIEW AND PROSPECTS

The total revenue of the Company for the financial year ended 31st March, 2013 is Rs.15,087.76 lakhs as compared to the previous year''s total revenue of Rs.3,383.98 lakhs. During this financial year the company has recorded a net profit of Rs.500.38 lakhs as against the previous year''s net profit of Rs.118.05 lakhs.

The past year has been an eventful one for the Company and all its stakeholders. The Company has grown from strength to strength, and undertaken challenges on the global stage in its strategic drive to reach the key markets of the world.

1. Current Scenario

Your company has been acknowledged as the third largest independent testing services company by Nelson Hall a leading IT industry analyst that tracks the software testing industry closely. The company has grown exponentially over the last one year on the basis of inorganic acquisition and organic growth. We have signed multiple Fortune 500 clients and continue to see rapid growth in our sales pipeline. Cigniti continues to expand its sales team, marketing investments and focus on newer geographies like Europe, Canada and Asia Pacific.

Your company''s management believes that with the current pace of organic growth combined with inorganic acquisitions, Cigniti can aim to become the world''s second largest independent testing services company by next year and aim to become the largest in the world by 2015.

While the overall IT industry has been growing at a sedate pace of 10-12%, Cigniti''s focus on a niche area like software testing is yielding helping your company achieve significantly higher growth rates than the industry. Your company expects to maintain this growth rate over the next few years to emerge as a world leader in our segment.

2. Quality:

Your company continues to lay emphasis on high-level quality processes to deliver solutions to clients exceeding their expectations. Your company became the first independent testing services company to be rated at CMMI-SVC v1.3 Maturity Level 3 of the CMMI Institute (Powered by Carnegie Mellon University) Capability Maturity Model Integration (CMMI). The CMMI for Services (CMMI-SVC) model is most relevant for IT services companies like Cigniti and provides an integrated set of guidelines for providing superior services.

Your company also successfully passed the external compliance audit for ISO 27001:2005 certification. This certification compliance establishes that Cigniti''s infrastructure and practices meet ISO''s stringent standards for information security management and business continuity capabilities. Cigniti''s evaluation was conducted by TUV Rheinland Group which is a leading provider of technical services worldwide. This certification helps Cigniti prove to its customers that they take the security of customers'' data very seriously and committed to provide seamless services. The ISO 27001 audit specifies the requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented Information Security Management System, taking into account the organization''s overall business risks.

DIVIDEND:

The Board of Directors of Company believe that the profits and retained earnings are best utilized to propel our sales efforts and for inorganic acquisitions in the coming year. Once consolidation is done and your company achieves leadership position a generous dividend policy can be adopted. Hence, Directors regret their inability to recommend dividend for the year under review.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Sri. K. Ch. Subba Rao and Sri. K Nageswara Rao retire by rotation at the 15th Annual General Meeting and being eligible, offer themselves for re-appointment. Also, Sri. C Srikanth was appointed as Additional Director in the Board Meeting held on 5th July 2013. His term of office as Director will expire on the date of this Annual General Meeting.

Brief resumes of the Directors proposed to be appointed / re-appointed, their expertise in specific functional areas and names of the companies in which they hold directorship / membership / chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the 15th Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274(1) (g) of the Companies Act, 1956

ALLOTMENT OF EQUITY SHARES

During the financial year, the Board of the Company in its meeting held on 8th February 2013 allotted 19,54,102 equity shares on preferential basis to the persons belonging to promoter & promoter group and persons belonging to other than promoters, and pursuant to this allotment the paid-up capital of the company has been increased accordingly,

EMPLOYEE STOCK OPTION SCHEME

Board of Directors of the company believes that in order to build your company into a world leader, we need to attract world class talent and more importantly retain them over the long term. Hence, over the period of time, your Company has introduced different Stock Option Schemes to issue and allot Stock options to the employees of the Company and to the employees of Subsidiary Company. Necessary approvals from the members of the company and statutory authorities were accorded in the due course to give effect to the said schemes.

SHARE CAPITAL

During the financial year, the Board of the Company in its meeting held on 8th February 2013 allotted 19,54,102 equity shares on preferential basis to the persons belonging to promoter & promoter group and persons belonging to other than promoters, and pursuant to this allotment the paid-up capital of the company has been increased accordingly,

CORPORATE GOVERNANCE

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have 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 as on 31st March 2013 and of the profit of the company for the financial year ended 31st March 2013.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, form a part of this report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956 this report and accounts are being sent to all the members of the Company and others entitled there to, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Secretarial Office of the Company and the same will be sent by post.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

1. Conservation of Energy:

Our operations are not energy intensive; however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings to ensure overall reduction in defect rates and a higher level of customer satisfaction.

(c) Please refer to "Notes to Accounts" for Foreign exchange earnings & outflow

STOCK EXCHANGES

Company''s present Equity shares are listed in Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2013-14.

LISTING OF SHARES AT BOMBAY STOCK EXCHANGE

We are happy to inform you that, during the period under review the company has applied for the Direct Listing of its equity shares to be traded directly at Bombay Stock Exchange and has accorded the necessary approval for the same.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

On behalf of the Board

Cigniti Technologies Limited

Place: Hyderabad C. V. Subramanyam P. Sudhakar

Date: 19.08.2013 Managing Director Director


Mar 31, 2012

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31 March, 2012.

FINANCIAL RESULTS

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

(Rs. in Lakhs)

2011-12 2011- 12 2010 - 11 Particulars Consolidated Standalone Standalone

Current Year Current Year Previous Year

Income from Operations 3383.98 1023.89 758.79

Profit before depreciation and Tax 276.5 151.56 130.15

Depreciation 98.29 95.09 100.85

Profit before Tax 178.46 56.47 29.30

Provision for Tax 60.41 17.45 10.28

Profit after Tax 118.05 39.02 19.03

Profit carried forward to Balance sheet 406.70 327.67 288.65

Note: Corresponding comparison for Consolidated figures is not applicable

REVIEW AND PROSPECTS

The total consolidated revenue of the Company for the financial year ended 31st March, 2012 is Rs. 3,383.98 Lakhs as compared to the previous years total revenue of Rs. 758.79 Lakhs. During this financial year the Company has recorded a net profit of Rs. 118.05 Lakhs as against the previous years net profit of Rs 19.03 Lakhs.

The past year has been an eventful one for the Company and all its stakeholders. The Company has grown from strength to strength, and undertaken challenges on the global stage in its strategic drive to reach the key markets of the world.

1. Current Scenario

Your company has established itself as India s leading independent software testing services company. Apart from improving revenues and profitability, it has strengthened its management team by attracting industry recognized experts who can help us achieve the next goal of making your company the world s largest independent testing services company.

Cigniti expanded its US operations by expanding its sales team in the US and continues to expand its sales, business development, solution engineering and marketing teams. The merger also provides access to large enterprises served by Cigniti Inc. and creates opportunities for your company to upsell and cross-sell different services across existing clients.

Cigniti has also invested in modern test infrastructure like building India s first Robotics Test Lab and a cloud based Mobile Device Test Lab. Cigniti will effectively leverage our mobile labs, robotics test lab, performance test labs to offer differentiated premium services that cannot be easily replicated by the competition. Premium services not only create better margins but also provide faster revenue growth because of the differentiation in services and solutions offered. Our cloud based mobile testing and performance testing significantly reduces client costs while improves margins for Cigniti. Cigniti also moved to a world-class offshore delivery center that provides for power and communication redundancy as well as adherence to information securities standards like ISO 27001. These investments in infrastructur are important as we engage with more and more large enterprises.

Cigniti is continuing to invest in R&D to build its SMART Tools frameworks, tools and utilities. Your company will leverage its investments in IP to offer services where Cigniti will deliver more effective results faster but utilizing fewer resources to do the same. The overall cost benefit to the client is high while the billing rates for using these tools to deliver our services will be higher than standard rates. Additionally in specific areas like performance testing Cigniti will be making fixed bids or using outcome based pricing models. Cigniti will use its SMART Tools IP to get the work done with fewer resources that should create very high margins in a small number of projects. As more tools get added to the SMART Tools Cignitis margins from outcome based projects will be significantly higher than the managed services projects.

Finally your company continues to scout for relevant acquisitions that will add value to stakeholders in terms of providing access to new geographies, adding new specialized testing capabilities or expanding our intellectual property that can speed up testing.

2. Quality.

Your company continues to lay emphasis on high-level quality processes to deliver solutions to clients exceeding their expectations, Sophisticated quality management systems and processes are in place and strictly adhered to.

DIVIDEND:

The Directors regret their inability to recommend dividend for the year under review due to non availability of sufficient profit.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. C. Sudhakar retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Also, Mr. Sudhakar Pennam, Mr. Mani Subramanian were appointed as Additional Directors in the Board Meeting held on 14 June 2012. Their term of office as Directors will expire on the date of this Annual General Meeting.

Brief resumes of the Director proposed to be appointed /re- appointed, his expertise in specific functional areas and names of the companies in which he hold directorship / membership / chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the 14th Annual General Meeting.

ACQUISITION

Your Company has been in the IT services business for the last 13 years providing software Te sting, software development services and health care related services to companies in US, EUROPE and India. Since 2008 the company has transformed itself into an Independent Te sting Services company with capabilities in various forms of software testing like functional testing, performance testing, test automation, mobile application testing and compatibility testing.

To achieve robust inorganic growth, to scale up the operations and to reap the benefits of economies of scale and to put to use effectively the existing infrastructure, it is proposed to acquire companies located outside India and in India. To secure win-win situation, the company acquired 100% stake in CIGNITI INC.,, USA and Cigniti Software Services Private Limited, India. CIGNITI INC. USA has grown to be the preferred IT partner for several leading enterprises in the US across various Industry verticals.

The cost of acquisition was valued at Rs. 22.62 crores by CIL Securities Limited, Hyderabad, Category — I merchant Banker. The said consideration was paid by equity swap in the following manner:

Issue of 5700000 equity shares on preferential basis (swap) for acquisition of CIGNITI INC... USA Your company had accorded necessary approvals from the Stock Exchange and the regulatory authorities (FIPB) dated 17.02.2012, for issue of 57,00,000 (Fifty seven lakhs shares only) Equity Shares of Rs.10/- each (Rupees Ten Only) be and are hereby allotted to the following persons on preferential basis (swap)

S.No Name of the allotee No of shares allotted

1 Sapna Pennam 37 ,05 ,000

2 K. Kumar Bapuji 19 ,95 ,000

Issue of 1,00,000 Equity Shares On Preferential Basis (Swap) For Acquisition of Cigniti Software Services Private Limited. India 1,00,000 (One lakhs shares only) Equity Shares of Rs.10/- each (Rupees Ten Only) be and are hereby allotted to the following persons on preferential basis (swap)

S. No Name of the allotee No of shares allotted

1. SapnaPennam 64,000

2. K. Kumar Bapuji 34,000

3. V.V. Sai Prasad 1,000

4. M. Siva Kumar 1,000

Approval of the shareholders was accorded on 20th day of December 2011 through postal ballot and the approval for allotment of shares (swap) was accorded in the Board meeting held on 17th February 2012.

ALLOTMENT OF EQUITY SHARES ON CONVERSION OF WARRANTS:

During the financial year, Mr. C Srikanth exercised the option to convert the balance portion of 17,50,000 share warrants into equal number of equity shares. The Board of the Company in its meeting held on 20th December 2011 allotted 17,50,000 equity shares and pursuant to this allotment the paid-up capital of the company has been increased accordingly.

EMPLOYEE STOCK OPTION SCHEME

Your Company has introduced a new Stock Option Scheme (Employee Stock Option Scheme - 2011) to issue and allot Stock options not exceeding 15,00,000 to the employees of the Company and to the employees of Subsidiary Company. Approval of the members was accorded in the meeting held on 29th September 2011.

S.No Name DOJ Desig- Per Last Year

nation Month Total

Salary Paid

1. Sriram Rajaram 1-Mar-09 President 7,16,667 26,77,467

2. Sai Chintala 5-Mar-12 SVP- 5,39,505 3,87,576

Pre-Sales

SHARE CAPITAL

During the year under review, the company has allotted 57,00,000 equity shares on preferential basis (swap) for acquisition of CIGNITI INC.,, USA and 1,00,000 Equity Shares On Preferential Basis (Swap) For Acquisition of Cigniti Software Services Private Limited, India.

The Company had also allotted 17,50,000 Equity shares to Mr. C Srikanth who had exercised the option to convert 17,50,000 share warrants into equal number of equity shares. Accordingly, the Board of the Company in its meeting held on 20th December 2011 allotted 17,50,000 equity shares and pursuant to this allotment the paid-up capital of the company has been increased accordingly.

CHANGE OF NAME OF THE COMPANY

Proposal for change of name of the company from Chakkilam Infotech Limited to Cigniti Technologies Limited was considered and approved in the Board Meeting held on 3rd September 2011 and subsequently approval of the members for the same was accorded in the Annual General Meeting held on 29th September 2011.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor s confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have 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 as on 31st March 2012 and of the profit of the company for the financial year ended 31st March 2012.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities) and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2012 o n a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

EMPLOYEE PARTICULARS

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

(a) Conservation of Energy:

Our operations are not energy intensive) however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings ,this has resulted in overall reduction in defect rates and a higher level of customer satisfaction.

(c) Please refer to "Notes to Accounts" for Foreign exchange earnings & Foreign

STOCK EXCHANGES

Company's present Equity shares are listed in Bombay Stock Exchange Limited, Bangalore Stock Exchange and Madras Stock Exchange, and the Company has paid the Listing Fees to the Stock Exchanges for the Financial

Year 2012-13.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co-operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

On behalf of the Board

Cigniti Technologies Limited

Place : Hyderabad C.V. Subramanyam P. Sudhakar

Date : 14.06.2012 Managing Director Director


Mar 31, 2010

The Directors have pleasure in presenting the Twelfth Annual Report together with the Audited Balance Sheet, Profit & Loss Account and Cash Flow Statement for the financial year ended 31st March, 2010.

Financial Results

The highlights of the financial results for the year under review along with the comparative figures for the previous year are as follows:

Rs. in Laksh

Particulars 2009-10 2008-09

Income from Operations 505.59 507.34

Profit before depreciation and Tax 133.21 125.47

Depreciation 123.44 113.42

Profit before Tax 9.77 12.05

Provision for Tax 7.82 12.34

Profit after Tax 1.95 0.85

Provision for Deferred income Tax liability / Asset (4.08) (6.97)

Profit brought forward 263.59 256.91

Profit carried forward to Balance sheet 269.62 263.59

REVIEW AND PROSPECTS

The total revenue of the Company for the financial year ended 31st March, 2010 is Rs. 505.59 Lakhs as compared to the previous years total revenue of Rs. 507.34 Lakhs. During this financial year the Company has recorded a net profit of Rs. 1.95 Lakhs as against the previous years net profit of Rs. 0.85 Lakhs.

1. Current Scenario

Your company has established itself as an Independent Testing Services company over the last one year. The company has built capability in various aspects of Testing like Functional Testing, Test Automation and Performance Testing.

Your company also has grown the Medical Transcription business and intends to run it independently with a special focus on growing the accounts.

In spite of the fact that small and mid sized players have found it difficult to increase revenues and improve margins, your company has managed to grow the business significantly.

We are also in the process of identifying a new location with modern infrastructure to handle the additional seating capacity needed to manage our growth. Our team has been strengthened with the help of a VP of HR who is putting in place modern HR processes intended to attract, train and retain our talent. We have managed to attract talent from some of the best services and product companies in the country and hope to be a magnet for testing talent in India.

2. Quality :

Your company continues to lay emphasis on high-level quality processes to deliver solutions to clients exceeding their expectations, Sophisticated quality management systems and processes are in place and strictly adhered to.

DIVIDEND

The Directors regret their inability to recommend dividend for the year under review due to non availability of sufficient profit.

DIRECTORS

Pursuant to Article 48 of the Articles of Association of the Company, Mr. K.Ch. Subba Rao, Mr. D. Suresh and Dr. Venkat R. Yerapragada, whose period of office determined by retirement by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Mr. Bezwada Prabhakar Arthur, resigned from the Board effective 4th January 2010. The Board placed on record its deep appreciation and gratitude for his guidance and contribution to the Company.

CORPORATE GOVERNANCE

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed and there are no material departures.

ii. We have selected appropriate accounting policies and applied them consistently and have 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 as on 31st March 2010 and of the profit of the company for the financial year ended 31st March 2010.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits from the public in terms of Section 58A of the Companies Act, 1956.

RISK MANAGEMENT SYSTEM

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

EMPLOYEE PARTICULARS

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Additional Information as Required U/S 217(1) (e) of the Companies Act, 1956

(a) Conservation of Energy:

Our operations are not energy intensive; however significant measures are taken to reduce energy consumption by using energy efficient computers and purchasing energy efficient equipment. We constantly evaluate new technologies and invest to make our infrastructure more energy efficient.

(b) Research and Development and Technology Absorption:

Research and development of new products, processes and methodologies continue to be of importance to us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. Our Company continues to invest in rapidly changing technologies and use them to improve the quality of the products, service offerings ,this has resulted in overall reduction in defect rates and a higher level of customer satisfaction.

(c) Please refer to “Notes to Accounts” for Foreign exchange earnings & Foreign

STOCK EXCHANGES

The Companys Equity shares are presently listed on the Bombay Stock Exchange Limited and on Bangalore Stock Exchange. The Company has paid the Listing Fees to the Stock Exchanges for the Financial Year 2010-11.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued co operation and support by the Banks, Government authorities, Business Partners, Customers and other Stakeholders. Your Directors wish to place on record their sincere appreciation for the dedicated contribution made by all the Executives, Staff members of the Company in the achievements of the Company during the year under review.

on behalf of the Board Place : Hyderabad C.V.SUBRAMANYAM C.SUDHAKAR

Date : 02.09.2010 MANAGING DIRECTOR DIRECTOR

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