cybertech systems software ltd Directors report

To

The Members

CyberTech Systems and Software Limited

Your Directors have pleasure in presenting the 28^th Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors Report for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2023 is summarized as below:

(Rs.in Millions)

Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Gross Revenue	1,845.21	1,487.64	1,208.39	853.35
Profit before Interest & Depreciation	397.63	380.00	282.11	192.61
Finance costs	5.12	1.87	4.61	1.25
Depreciation	78.72	77.53	62.23	62.58
Profit before tax	313.80	300.59	215.27	128.78
Tax Expense	96.90	73.48	55.67	33.09
Profit after tax	216.90	227.11	159.61	95.69
Other comprehensive income (net of taxes)	35.55	11.27	(7.72)	(3.57)
Total comprehensive income for the year	252.45	238.38	151.89	92.12

FINANCIAL PERFORMANCE OVERVIEW

CyberTech Consolidated Financial Performance:

•The Company registered total income of _ 1,845.21 million for the year ended March 31, 2023 as compared to _ 1,487.64 million for the year ended March 31, 2022, reflecting an increase of 24.04%.

• Operating revenue for the year under review was _ 1,761.65 million as compared to _ 1,388.49 million in the previous year, reflecting an increase of 26.88%.

•The Company reported EBITDA of _ 397.63 million for the year ended March 31, 2023 as compared to _ 380.00 million for the year ended March 31, 2022, reflecting an increase of 4.64%.

•EBITDA Margin for the year under review was 21.55% as compared to 25.54% in the previous year, reflecting an decrease of 399 bps.

•The Company earned a net profit of _ 216.90 million for the year ended March 31, 2023 as compared to profit of _ 227.11 million for the year ended March 31, 2022, reflecting an increase of (4.50)%.

•This growth can be attributed to growth in US business which constitutes 95.47% of our revenue.

•Our Company reported a Comprehensive income of _ 252.45 million for the year under review as compared to _ 238.38 million in the previous year, reflecting an increase of 5.90%.

CyberTech Standalone Financial Performance:

• The Company registered total revenue of _ 1,208.39 million for the year ended March 31, 2023 as compared to _ 853.35 million for the year ended March 31, 2022, reflecting an increase of 41.61%.

• Operating revenue for the year under review was _ 1,142.94 million as compared to _ 792.22 million in the previous year, reflecting an increase of 44.27%.

• The profit after tax for the year under review was _ 159.61 million as against _ 95.69 million in the previous year, reflecting an increase of 66.80%.

• The Companys Comprehensive income was _ 151.89 million for the year under review as compared to _ 92.12 million in the previous year, reflecting an increase of 64.88%.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a dividend @ 20% (_ 2/- per Equity Share of _ 10/- each) for the Financial Year 2022-23, subject to the approval of shareholders at the ensuing Annual General Meeting. If approved, the total dividend payout for the year under review will be 20% amounting to _ 56.95 Million.

The Company does not propose to transfer any amount to reserves. The closing balance of the retained earnings of the Company for the financial year 2022-23, after all appropriation and adjustments was _ 1,027.71 Million.

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has adopted and implemented Indian Accounting Standards ("Ind AS"), in accordance with Companies (Indian Accounting Standards) Rules, 2015 with effect from April 01, 2017 as prescribed by Ministry of Corporate Affairs, Government of India vide circular dated February 16, 2015. The consolidated financial statements of the Company, including its wholly owned subsidiaries are prepared in accordance with Ind AS 110 (Consolidation of Accounts) as prescribed by the Institute of Chartered Accountants of India and in compliance with the terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR), Regulations, 2015], as amended from time to time. Together, these form part of the Annual Report and Accounts. The summarized consolidated results are given alongside the financial results of your Company.

SUBSIDIARY COMPANIES

On March 31, 2023, the Company has two (02) subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The Company owns 100% interest in CyberTech Systems and Software Inc., USA (CSSI), and Spatialitics LLC, USA. Further, the Company has a Step-down subsidiary company named CyberTech Systems & Software, Canada Inc., wholly-owned by CyberTech Systems and Software Inc., USA, the results of subsidiaries are consolidated herein.

Pursuant to the provisions of Section 129(3) of the Act, a Statement in Form AOC-1 containing salient features of the financial statements of Companys subsidiaries is attached as Annexure I to the financial statements of the Company.

BUSINESS OPERATIONS OVERVIEW

Our revenue has experienced strong growth in the fourth quarter and for the entire financial year. Our revenue for the year increased by 24%, compared to the previous year, reaching Rs. 1,845.2 million. This impressive expansion is a result of our unwavering focus on building expertise in cloud transformation. Our partnership with SAP has contributed significantly to our new business from SAP S/4HANA cloud migrations, which is our primary focus as more enterprises expedite their journey to the cloud. Our Managed ArcGIS Cloud Services practice, which is best-in-class and continuously strengthened by talent acquisition and an unwavering focus on client requirements. Our clients experience significant business advantages through our GIS experience, our cloud security focus, and our understanding of web scale complex systems.

Spatialitics LLC is growing and is cloud native. Our flagship product for law enforcement agencies, GeoShield Real-Time, continues to gain traction, with several new law enforcement agencies, including a consortium of agencies within the same geographical area, added to our customer group this year. GeoShield Real-Time has again been ranked in the "Leaders" quadrant by Orbis Research in their recent Global Law Enforcement Software Market Report 2022. This is a proud accomplishment for us and a recognition of the unique capabilities that GeoShield offers in the market. Our Spatialitics Unity Engine has been re-certified by the SAP? Integration and Certification Center (SAP ICC) for Integration with SAP S/4HANA?. This certification re-confirms that our development standards meet the highest benchmarks set by SAP.

We participated in several leading forums and events (including Esri User Conference, Esri IMGIS, SAP Sapphire, etc.) during the year to showcase our offerings. The world has seen an unprecedented competition for talent as well as significant wage inflation in the last year. This has directly led to an increase in our payroll cost. Despite headwinds from higher payroll costs, which resulted in fiat net income compared to the previous year, we are confident in our ability to navigate current challenges and continue to deliver long-term value for our shareholders. To improve profitability in the coming quarters, we are implementing measures to increase operational efficiency and to explore cost-saving initiatives.

The United States continued to be the major revenue contributor with a contribution of 99% towards operating revenue while 1% accounted for India. We are proud to have been a Bronze Sponsor for the Esri User Conference this year, where our theme of "Security first ArcGIS Cloud Transformation" garnered substantial interest from participants. Additionally, it brings us pleasure to announce that we have been awarded Esris Utility Network Management Specialty for our exceptional expertise and services in the utility industry.

Our CyberTech colleagues are responsible for achieving these results in such an uncertain year. We believe that human capital is the greatest asset, and we will continue to take measures to attract, nurture and retain talent.

SHARE CAPITAL

During the year under review, the Company has issued and allotted 2,98,800 Equity Shares under Employee Stock Option Scheme (ESOP) to the employees of the Company and its subsidiaries. As a result of the above allotment, the paid-up Share capital of the Company increased from _ 281,742,930/- comprising of 28,174,293 Equity Shares of _ 10/- each as on March 31, 2022 to _ 284,730,930/- comprising of 28,473,093 Equity Shares of _ 10/- each as on March 31, 2023.

During the financial year 2022-23, there was no change in the authorised share capital of the Company. Further, the Company has not issued equity shares with differential rights as to Dividend, voting or otherwise, or issued shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employee Stock Options Schemes referred to in this Report, or raised any funds through preferential allotment or qualified institutions placement.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into with the Related Parties in terms of Section 2(76) and Section 188 of the Act and Rules made thereunder read with Regulation 2(zb), Regulation 2(zc) and Regulation 23 of the SEBI (LODR) Regulations, 2015, during the Financial Year 2022-23 were in the nature exempted, being transactions between the Company and its wholly-owned Subsidiaries or in accordance with the approval obtained from the Members of the Company, as the case may be. During the Financial Year 2022-23, the Company did not enter into materially significant transactions with Promoters, Key Managerial Personnel or other related parties. The details of the Related Party Transactions (RPT) as required under Ind AS-24 are set out in Note No. 34 to the consolidated financial statements forming part of the Annual Report and disclosed vide Form AOC-2 appended herewith as Annexure II, pursuant to Section 134(3)(h) of the Act and rules made thereunder.

The policy on RPT as approved by the Board is uploaded on the Companys website at https://cybertech.com/investors/corporate_policies.aspx. The said policy is being reviewed at a regular intervals in accordance with Regulation 23 of the SEBI (LODR), Regulations, 2015.

PARTICULARS OF LOANS GRANTED, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loan, given any guarantee or provided any securities to any person or body corporate. Further, the Company has not made any investment other than in its wholly-owned subsidiaries, the particulars of which are disclosed in Note No. 7 and 14 to the standalone financial statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of any business and is committed to manage the risk in a proactive and efficient manner. Your Company has Risk Management Policy in place. The Policy provides for a risk management framework to identify and assess all kinds of risks, such as operational, strategic, resources, security, industry, regulatory & compliance and other risks, and put in place an adequate risk management infrastructure capable of addressing these risks. The risk management process is regularly reviewed to refine the processes and incorporate evolving best practices. The risk management programme have been covered in the Management Discussion and Analysis Report, which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure III forming part of this Report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions, if any, of the Act read with Rule 6 of the Companies (Meeting of Boards and its Powers) Rules, 2014, issued thereunder, the Board of Directors at their meeting held on September 30, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee (NRC) and further aligned the policy with Regulation 19 of the SEBI (LODR) Regulations, 2015. Further, the Nomination and Remuneration Policy of your Company was revised on the recommendations of the NRC on February 04, 2019 to bring it in line with the statutory requirements. The salient aspects covered in the Nomination and Remuneration Policy with respect to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other matters have been outlined in the Corporate Governance Report, which forms part of this Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed towards creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together at a place free of harassment, exploitation and intimidation. To empower and protect women against sexual harassment, a policy for prevention of sexual harassment has been rolled out and the Internal Committee as per legal guidelines has been set up at respective offices of the Company. All employees (permanent, contractual, temporary or trainees) and applicable complainant(s) are covered under this policy. This policy allows employees to report sexual harassment, if any, at the workplace and the Company conducts regular awareness programs in this regard. The Internal Committee is empowered to look into all the complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines.

During the financial year 2022-23, no complaints were received from our offices in Thane and Pune in connection with Sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance is provided together with a Certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance. A Certificate from the Chief Financial Officer (CFO) of the Company in terms of SEBI (LODR) Regulations, 2015, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, Certificate of Compliance of Code of Conduct and Certificate of Non-Disqualification of Directors are also enclosed respectively with the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Company has Nine (9) Directors comprising of Eight (8) Non-Executive Directors including Two (2) Women Directors. Out of total number of Directors, Five (5) are Independent Directors who constitute more than one-half of the total strength of the Board.

Mr. Vish Tadimety, Chairman and Non-Executive Director of the Company retires by rotation at the ensuing AGM pursuant to the provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offered himself for re-appointment. The brief resume of Mr. Vish Tadimety and other information under Regulation 36 of the SEBI (LODR) Regulations, 2015 with respect to the Director seeking re-appointment has been provided in the Notice convening 28^th AGM. Your Directors recommends his re-appointment.

Pursuant to the provisions of Section 149 of the Act, Mr. M.P. Bharucha, Mr. Sudhir Joshi, Dr. N.L. Sarda, Dr. Shreepad Karmalkar and Ms. Angela C. Wilcox, the Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status to continue as an independent Director on the Board of Directors of the Company.

Our Secretarial Auditor M/s. Sharma & Trivedi LLP. (LLP IN: AAW-6850), Company Secretaries have certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The Certificate to this effect has been enclosed as Enclosure III in the Report on Corporate Governance.

The Board of Directors at its meeting held on July 20, 2022 had approved the proposal for re-appointment of Ms. Angela C. Wilcox as a Non-Executive Independent Director for a second term of 5 (five) consecutive years with effect from February 13, 2023, after taking into account the performance evaluation, during her first term of five years and considering the knowledge, expertise and experience in respective fields and the substantial contribution made by her during her first tenure as an Independent Director. Further, the members of the Company at the 27^th AGM held on September 27, 2022, vide special resolution, pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Act and the Rules framed there under, read with Schedule IV of the Act, as amended from time to time, re-appointed Ms. Angela C. Wilcox as a Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years commencing from February 13, 2023 to February 12, 2028.

Mr. Sudhir Joshi, Independent Director of the Company is also appointed on the Board of CyberTech Systems & Software Inc., USA, and Spatialitics LLC, USA, wholly-owned subsidiaries of the Company with effect from April 01, 2019, pursuant to Regulation 24(1) of SEBI (LODR) Regulations, 2015.

On the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on April 27, 2023 appointed Mr. Rahul Mehta (DIN: 00404552) as an Additional Director (Non-Executive and Independent) subject to approval of the Members of the Company. The Members approval is sought through Postal Ballot for regularizing the said appointment.

Pursuant to provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ramasubramanian Sankaran, Executive Director, Mr. Praveen Agarwal, Chief Financial Officer and Ms. Sarita Leelaramani, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four (04) Board Meetings were held viz. May 04, 2022, July 20, 2022, October 21, 2022 and January 25, 2023 respectively. The details of the meetings of the Board and its committees are set out in the Corporate Governance Report which forms part of this Report. In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors was held on February 16, 2023.

PERFORMANCE EVALUATION OF DIRECTORS

In terms of the provisions of the Act read with Rules issued thereunder and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee.

In compliance with the requirements under Regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of Independent Directors was held on February 16, 2023 primarily to evaluate, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole, taking into account the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The annual performance evaluation of the entire Board, Committees and all the Directors are based on the criteria laid down by the Nomination and Remuneration Committee. The annual performance evaluation for the Financial Year 2022-23 was conducted by the Board at their Meeting held on January 25, 2023.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177(8) of the Act read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of SEBI (LODR) Regulations, 2015, which consists of the following Members:

Sr. No.	Name	Designation
1	Mr. Sudhir Joshi	Chairman, Independent Director
2	Dr. N.L. Sarda	Member, Independent Director
3	Dr. Shreepad Karmalkar	Member, Independent Director

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. For further details, please refer the Corporate Governance Report forming part of the Annual Report.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees to report concerns or grievances about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The vigil mechanism also provides adequate safeguards against victimization of persons who use such mechanism. The said policy has been uploaded on the website of the Company at https://cybertech.com/investors/corporate_policies.aspx.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

A brief extract on the Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3)(C) AND SECTION 134 (5) OF THE COMPANIES ACT, 2013

In terms of Section 134(3)(c) and Section 134(5) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state and confirm that: i) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures, if any; ii) such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2023 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the Profit of the Company for the year ended on that date; iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual financial statements for the year ended March 31, 2023 have been prepared on a going concern basis; v) proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

STATUTORY AUDITORS

M/s. Lodha & Co., Chartered Accountants, (Firm Registration No.: 301051E) were appointed as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years, to hold office from the conclusion of 27^th AGM till the conclusion of 32^nd AGM to be held in the year 2027.

With respect to all entities in the network firm/network entity of which the statutory auditor is a part: None. AUDITORS REPORT

During the Financial Year under review there are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the Financial Statements of the Company.

Further, the Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment for the time being in force).

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors had appointed M/s. Desai Associates, Chartered Accountants, (Firm Registration No. 102286W) as the Internal Auditors of the Company for the financial year ended March 31, 2023 and their reports were reviewed by the Audit Committee and the Board on periodical basis.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Sharma and Trivedi LLP. (LLPIN: AAW_6850), Company Secretaries, Mumbai as the Secretarial Auditors, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report is annexed herewith as Annexure IV to this Report.

The Secretarial Audit Report does not have any qualification, reservation, disclaimer or adverse remark.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the requirement of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company needs to formally arrange Familiarization Programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details are mentioned in the Report on Corporate Governance, which forms part of this annual report.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at https://cybertech.com/investors/annualReturns.aspx

CORPORATE SOCIAL RESPONSIBILITY

Your Company always believes in operating and conducting its business in a socially responsible way. This belief forms the core of the CSR policy of the Company to focus on holistic development of its host community and immediate social and environmental surroundings qualitatively. Hence, in accordance with the requirements of Section 135 of the Act, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The composition and terms of reference of the CSR Committee are provided in Corporate Governance Report. The Company has framed its CSR policy on the recommendation of the CSR Committee, which is available at https://cybertech.com/investors/corporate_policies.aspx. The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time has been appended as Annexure V to this report. During the year under review, the Company has spent _ 23,33,625 against the obligation of _ 23,04,581 towards Corporate Social Responsibility, as mentioned in the Annexure V.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal financial control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. The comprehensive Internal Financial Control policy along with the effective Internal Audit System help the Company in achieving orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit.

The Internal Audit reports are periodically reviewed by the management and the Audit Committee, and necessary improvements are undertaken, if required.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure VI of the Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and every employee drawing remuneration in excess of the limits set out in the said rules are provided in the Report and forms part of this Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company as the said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary at cssl.investors@cybertech.com and the same will be furnished on request.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations for the financial year ended March 31, 2023.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company is in compliance with the Secretarial Standards issued by ICSI.

EMPLOYEES STOCK OPTION PLAN (ESOP)

During the financial year 2022-23, there has been no change in the Employee Stock Option Plan, 2014 of the Company. The "Employee Stock Options Plan 2014" was valid for a period of seven (07) years i.e. till September 29, 2022, No further renewal of existing scheme is recommended by the Nomination and Remuneration Committee (NRC). Hence the new scheme, if any, as and when recommended by NRC and approved by the Board of Directors shall be placed before the shareholders for their approval.

Meanwhile the Stock options already granted under the existing scheme to the employees of the Company shall stay in force as per the terms and conditions of the scheme, as approved by the shareholders at the 19^th AGM of the Company. Disclosures pertaining to the ESOP Scheme pursuant to the SEBI (Share based Employee Benefits) Regulations, 2014 are provided as Annexure VII.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

On May 26, 2023, the Company has opened its Branch office in Kolkata. Necessary disclosure in this respect has been made to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) as well as uploaded on the website of the Company at https://cybertech.com/investors/Other-Filings-with-stockexchange.aspx.

Except as disclosed herein or elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the equity shares held by the shareholders in respect of which dividend entitlements have remained unclaimed or unpaid for seven consecutive years has to be or more compulsorily transferred to the DEMAT account of the IEPF Authority by the Company within 30 days from the due date. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Accordingly, 11,458 equity shares of the Company were transferred to the IEPF Authoritys DEMAT Account with NSDL pursuant to the provisions of the Act.

In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website at https://cybertech.com/Investor.

In light of the aforesaid provisions, the Company has during the year, transferred to IEPF the unclaimed dividends, outstanding for seven years, of the Company. Further, shares of the Company, in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.

The Members who have a claim on above dividends and/or shares are requested to follow the below process:

1. Submit self-attested copies of documents provided in IEPF-5 helpkit, which is available on IEPF website at www.iepf.gov.in to the Company/ Registrar and Transfer Agent (RTA).

2. After verification of the aforesaid documents submitted, Company will issue an entitlement letter.

3. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to RTA.

4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority.

Members are requested to note that no claims shall lie against the Company in respect of the dividend/shares transferred to IEPF.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under review, or the said items are not applicable to the Company viz.:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Sweat equity shares;

3. There are no material changes and commitments affecting the financial position of the Company which have occurred in the financial year 2022-23;

4. There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

5. Disclosure pertaining to maintenance of cost records as specified by the Central Government;

6. Cost Audit;

7. There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year; and

8. There was no one time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

ANNEXURES FORMING PART OF BOARDS REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form part of this Report:

Annexure Particulars

I Form AOC-1, Particulars of Subsidiary

II Form AOC-2, Disclosure of particulars of contracts/arrangements entered into by the Company with related parties

III Information with respect of energy conservation, technology absorption, foreign exchange earnings and outgo

IV Form MR-3, Secretarial Audit Report

V Report on Corporate Social Responsibility

VI Particulars of employees, Disclosure pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

VII ESOP Disclosure

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis Report, describing the Companys objectives, expectations or forecasts may be forward-looking, within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions of Information Technology related services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government(s), Companys Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors also record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

For and on behalf of the Board of Directors CyberTech Systems and Software Limited

Sd/-Vish Tadimety

Chairman DIN: 00008106

Place : Trevose, PA, USA

Date : April 27, 2023