Cybertech Systems & Software Ltd Directors Report

To

The Members

CyberTech Systems and Software Limited FINANCIAL RESULTS:

The _nancial performance of your Company for the year ended March 31, 2025 is summarized as below:

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Gross Revenue	2,561.31	2,359.94	1750.76	1,646.86
Pro_t before Interest & Depreciation	519.32	397.03	363.54	307.60
Finance costs	6.10	6.20	5.92	5.88
Depreciation	49.54	75.41	38.63	58.30
Pro_t before tax	463.68	315.41	318.99	243.43
Tax Expense	114.34	88.01	72.30	60.42
Pro_t after tax	349.34	227.40	246.70	183.01
Other comprehensive income (net of taxes)	10.31	3.77	(4.79)	(6.72)
Total comprehensive income for the year	359.65	231.17	241.90	176.29

FINANCIAL PERFORMANCE OVERVIEW

CyberTech Consolidated Financial Performance:

The Company registered total income of _ 2,561.31 million for the year ended March 31, 2025 as compared to _ 2,359.94 million for the year ended March 31, 2024, re_ecting an increase of 8.5%.

Operating revenue for the year under review was _ 2,358.9 million as compared to _ 2,217.35 million in the previous year, re_ecting an increase of 6.4%.

The Company reported EBITDA of _ 519.32 million for the year ended March 31, 2025 as compared to _ 397.0 million for the year ended March 31, 2024.

EBITDA Margin for the year under review increased to 20.3% from 16.8% in the previous year

The Company earned a net pro_t of _ 349.34 million for the year ended March 31, 2025 as compared to pro_t of _ 227.40 million for the year ended March 31, 2024, re_ecting an increase of 53.6%.

This growth can be attributed to growth in US business.

Our Company reported a Comprehensive income of _ 359.65 million for the year under review as compared to _ 231.17 million in the previous year, re_ecting a increase of 55.60%.

CyberTech Standalone Financial Performance:

• The Company registered total revenue of _ 1,750.76 million for the year ended March 31, 2025 as compared to _ 1,646.86 million for the year ended March 31, 2024, re_ecting an increase of 6.3%.

• Operating revenue for the year under review was _ 1,610.18 million as compared to _ 1,558.59 million in the previous year, re_ecting an increase of 3.3%.

• The pro_t after tax for the year under review was _ 246.70 million as against _ 183.0 million in the previous year, re_ecting an increase of 34.80%.

The Companys Comprehensive income was _ 241.90 million for the year under review as compared to _ 176.29 million in the previous year, re_ecting an increase of 31.85%.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a dividend @ 40% (_ 4/- per Equity Share of _ 10/- each) for the Financial Year 2024-25, 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 40% amounting to _ 124.42 Million.

The closing balance of the retained earnings of the Company for the _nancial year 2024-25, after all appropriation and adjustments was _ 1,114.33 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 e_ect from April 01, 2017 as prescribed by Ministry of Corporate A_airs, Government of India vide circular dated February 16, 2015.

The consolidated _nancial 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 forms part of the Annual Report and Accounts. The summarized consolidated results are given alongside the _nancial results of your Company.

SUBSIDIARY COMPANIES

On March 31, 2025, 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 _nancial statements of Companys subsidiaries is attached as Annexure I to the _nancial statements of the Company.

BUSINESS OPERATIONS OVERVIEW

The Company has continued to deliver steady growth and operational resilience in the face of a volatile global environment. Our total revenue reached _ 2,561.31 million, representing 8.5% year-over-year growth from _ 2,359.94 million in FY24. This growth trajectory demonstrates our business model and the increasing demand for our specialized cloud transformation services.

The Company has become a recognized leader in cloud transformation, combining deep expertise in Esri^R ArcGIS Geospatial Systems and SAP^R Digitalization. We are one of Esris^R top partners worldwide, the _rst to achieve the ArcGIS Cloud Services Specialty, and has been recognized with the 2025 Special Achievement in GIS Award.

In parallel, the SAP^R practice continues to deliver end-to-end S/4HANA^R transformations, SAP BTP deployments, and enterprise integration services. By bringing spatial intelligence together with enterprise systems, your Company o_ers clients measurable improvements in e_ciency, security, and decision-making.

Despite global economic uncertainty, CyberTech closed FY25 stronger. Our results highlight the dedication of our associates, the strength of our partnerships, and the con_dence of our shareholders. With robust _nancials, a growing portfolio of cloud clients, and a disciplined management approach, we are well positioned to sustain growth and deliver continued shareholder value in the years ahead.

CyberTechs digital transformation o_erings are designed to be client-focused and comprehensive, covering Large-Scale Enterprise Cloud DevOps, Managed ArcGIS Cloud Services^R (MACS), Geospatial Application Development, SAP^R transformation, and accelerators and Spatialitics products. These solutions help organizations securely scale operations, comply with strict regulatory standards with innovation and e_ciency.

While global macroeconomic and geopolitical uncertainties will post us near-term challenges, CyberTech is well-positioned to navigate them. Our healthy cash reserves and long-standing customer relationships equip us to absorb short-term pressures and stay focused on long-term value creation. Our North American business remains a key pillar, anchored by our U.S. operations --ensuring regulatory alignment, business continuity, and service excellence.

The Board extends its sincere appreciation to all customers, shareholders, directors, and colleagues for their continued trust and support in the Companys growth journey.

SHARE CAPITAL

During the year under review, the Board of Directors at their meeting held on April 30, 2024 allotted 25,000 equity shares to an employee on his exercise of employee stock options under ESOP Scheme of the Company. Post this allotment, paid-up share capital of the Company increased. As a result of this allotment, the paid-up Share capital of the Company increased from 311,055,930/- comprising of 31,105,593 Equity Shares of _ 10/- each as on March 31, 2024 to _ 311,305,930/- comprising of 31,130,593 Equity Shares of _ 10/- each as on date.

The Company has not issued any shares with di_erential voting rights or by way of rights issue or Sweat Equity shares. Further, it has not provided any money to its employees for purchase of its own shares hence the Company has nothing to report in respect of Rule 4(4) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

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 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 2024-25 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 2024-25, the Company did not enter into materially signi_cant 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. 36 to the consolidated _nancial 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://investors.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 the notes to the standalone _nancial 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 e_cient 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 re_ne 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 o_ces 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.

The following Complaints were received from our o_ces in Thane, Pune and Kolkata and reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the _nancial year 2024-25. a) Number of complaints received in the year: NIL b) Number of complaints disposed o_ during the year: NIL c) Number of cases pending as on end of the year: NIL d) Number of cases pending for more than 90 days: NIL

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with all applicable provisions of the Maternity Bene_t Act 1961 and rules made thereunder, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the _nancial 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 Certi_cate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance. A Certi_cate from the Chief Financial O_cer (CFO) of the Company in terms of SEBI (LODR) Regulations, 2015, inter-alia, con_rming the correctness of the _nancial statements and cash _ow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, Certi_cate of Compliance of Code of Conduct and Certi_cate of Non-Disquali_cation of Directors are also enclosed respectively with the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has Nine (09) Directors comprising of Eight (8) Non-Executive Directors of which Two (2) are 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.

Directors, Mr. Sudhir Joshi, Mr. M. P. Bharucha, Dr. N. L. Sarda and Dr. S. Karmalkar completed their second 5 (_ve) year term as Independent Directors of the Company on September 30, 2024. The Chairman on behalf of the Company extended his sincere appreciation and gratitude to the outgoing Independent Directors for their invaluable contribution and guidance provided during their association with the Company.

Ms. Amogha Tadimety, Director of the Company retires by rotation at the ensuing AGM pursuant to the provisions of the Act read with the Companies (Appointment and Quali_cation of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible o_ered herself for reappointment. The brief resume of Ms. Amogha 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 30^th AGM. Your Directors recommends for her re-appointment.

All 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 a_ect 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 certi_ed that none of the Directors on the Board of the Company have been debarred or disquali_ed from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate A_airs or any such other Statutory Authority. The Certi_cate to this e_ect has been enclosed as Enclosure III in the Report on Corporate Governance.

The Company is pleased to announce the appointment of the following Independent Directors:

Mr. Haresh Desai joined the Board as an Independent Director on April 30, 2024, for a _ve-year term. His appointment was con_rmed thru postal ballot on July 17, 2024.

Mr. Anant Amdekar joined the Board as an Independent Director on July 24, 2024, for a _ve-year term. His appointment was con_rmed at the

Mr. Justin Bharucha was appointed as an Independent Director on October 23, 2024, for a _ve-year term. His appointment was con_rmed thru postal ballot on November 27, 2024.

All appointments are in line with the provisions of the Companies Act, 2013 and the Rules framed thereunder, read with Schedule IV of the Act, as amended from time to time.

Due to the completion of term of Mr. Sudhir Joshi as an Independent Director, pursuant to regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Boards of these subsidiaries approved the appointment of Mr. Haresh Desai as an Independent Director of the Company with e_ect from September 30, 2024, at its meeting held on July 23, 2024.

Mr. Ramasubramanian Sankaran, was re-appointed as an Executive Director of the Company for a period of 5 (Five) years w.e.f. August 04, 2024, on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company at the 29^th Annual General Meeting of the Company held on September 26, 2024.

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 O_cer and Ms. Sarita Leelaramani, Company Secretary & Compliance O_cer 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. April 30, 2024, July 24, 2024, October 23, 2024 and January 24, 2025 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 24, 2025, primarily to evaluate the 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.

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 24, 2025 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 Director 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, which was conducted at the Board Meeting held on January 24, 2025.

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. Due to the completion of term of the Independent Directors, the Board at its meeting held on July 24, 2024 considered and approved the re-constitution of Audit committee with e_ect from September 30, 2024 as follows:

Sr. No. Name	Designation
1 Mr. Haresh Desai	Chairman, Independent Director
2 Mr. Anant Amdekar	Member, Independent Director
3 Mr. Rahul Mehta	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://investors.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 con_rm that: i) in the preparation of the annual _nancial statements for the year ended March 31, 2025, 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, 2025 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 a_airs of the Company as at March 31, 2025 and of the Pro_t of the Company for the year ended on that date; iii) proper and su_cient 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 _nancial statements for the year ended March 31, 2025 have been prepared on a going concern basis; v) proper internal _nancial controls are followed by the Company and that such _nancial controls are adequate and are operating e_ectively; and vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating e_ectively.

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 o_ce from the conclusion of 27^th AGM till the conclusion of 32^nd AGM to be held in the year 2027.

M/s. Lodha & Co., the Statutory Auditors of the Company converted their _rm to a Limited Liability Partnership (LLP) i.e., from "Ms. Lodha & Co" to "M/s. Lodha & Co LLP" in accordance with the provisions of Section 58(4) of the Limited Liability Partnership Act, 2008 as amended from time to time during the year under review and M/s. Lodha & Co LLP will continue to function and discharge their obligations as the Statutory Auditors of the Company for the remaining period of the tenure of appointment as the Statutory Auditors of the Company.

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

During the Financial Year under review there are no quali_cations, 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 speci_ed under the second proviso of Section 143(12) of the Act (including any statutory modi_cation(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 _nancial year ended March 31, 2025 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; and Regulation 24A SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024 the Board of Directors in its meeting held on May 06, 2025 appointed M/s. Sharma and Trivedi LLP. (LLPIN: AAW_6850), Company Secretaries, Mumbai as the Secretarial

Auditors subject to the approval of the Shareholders at the ensuing AGM of the Company, to conduct the Secretarial Audit of the Company for the period of 5 (_ve) consecutive _nancial year commencing from FY 2025-26 up to FY 2029-30. The Secretarial Audit Report is annexed herewith as Annexure IV to this Report.

The Secretarial Audit Report does not have any quali_cation, 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, 2025 is available on the Companys website https://investors.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://investors.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 _ 37.25 Lakhs towards Corporate Social Responsibility, as mentioned in the report.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal _nancial 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 _nancial 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 e_ective Internal Audit System help the Company in achieving orderly and e_cient 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 _nancial information.

The Internal control system includes a well-de_ned delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and _nancial 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 _rst 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 o_ce 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 signi_cant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations for the _nancial year ended March 31, 2025.

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)

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 or new scheme is recommended by the Nomination and Remuneration Committee (NRC).

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 Bene_ts) Regulations, 2014 are provided as Annexure VII.

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

There are no material changes and commitments which could a_ect the Companys _nancial position between the end of the _nancial 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 speci_c order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Accordingly, 16,004 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://investors.cybertech.com/

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 Registrar and Transfer Agent (RTA).

2. After veri_cation of the aforesaid documents submitted, the RTA will issue an entitlement letter on behalf of the Company after due veri_cation.

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-Veri_cation 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:

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

2. Sweat equity shares;

3. There are no material changes and commitments a_ecting the _nancial position of the Company which have occurred in the _nancial year 2024-25;

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 speci_ed 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 _nancial 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 di_er materially from those expressed in the statement. Important factors that could in_uence 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 con_dence 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, USA
Date : May 06, 2025