Cybertech Systems & Software Ltd Directors Report

To

The Members

CyberTech Systems and Software Limited

Your Directors have pleasure in presenting the 31^st 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 31,2026.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31,2026, is summarized as below: -

				( in Millions)
Particulars	Consolidated	Standalone
	2025-26	2024-25	2025-26	2024-25
Gross Revenue	2,630.32	2,561.31	1,789.28	1,750.76
Profit before Interest & Depreciation	446.24	519.32	344.40	363.54
Finance costs	9.45	6.10	8.62	5.92
Depreciation	34.56	49.54	27.26	38.63
Profit before tax	402.23	463.68	308.52	318.99
Tax Expense	97.92	114.34	74.82	72.30
Profit after tax	304.31	349.34	233.70	246.69
Other comprehensive income (net of taxes)	89.17	10.31	2.49	(4.79)
Total comprehensive income for the year	393.48	359.55	236.19	241.90

FINANCIAL PERFORMANCE OVERVIEW CyberTech Consolidated Financial Performance:

• The Company registered gross revenue of Rs. 2,630.32 million for the year ended March 31, 2026, as compared to Rs. 2,561.31 million for the year ended March 31,2025, reflecting an increase of 2.7%.

• The Company reported profit before interest & depreciation (EBITDA) of Rs. 446.24 million for the year ended March 31, 2026, as compared to Rs. 519.32 million for the year ended March 31,2025.

• The Company earned a net profit after tax of Rs. 304.31 million for the year ended March 31,2026, as compared to Rs. 349.34 million for the year ended March 31,2025.

• The Company reported a Total Comprehensive Income of Rs. 393.48 million for the year under review as compared to Rs. 359.66 million in the previous year, reflecting an increase of 9.40%.

CvberTech Standalone Financial Performance:

• The Company registered gross revenue of Rs. 1,789.28 million for the year ended March 31, 2026, as compared to Rs. 1,750.76 million for the year ended March 31,2025, reflecting an increase of 2.20%.

• The profit before interest & depreciation (EBITDA) for the year under review was Rs. 344.40 million as compared to Rs. 363.54 million in the previous year.

• The profit after tax for the year under review was Rs. 233.70 million as against Rs. 246.70 million in the previous year.

• The Companys Total Comprehensive Income was Rs. 236.19 million for the year under review as compared to Rs. 241.90 million in the previous year.

DIVIDEND AND RESERVES

Your directors are pleased to recommend a final dividend of 40% (Rs. 4/- per Equity Share of Rs.10/- each) for the Financial Year 2025-26, subject to the approval of the shareholders at the ensuing Annual General Meeting. If approved, the total dividend outflow on account of the proposed final dividend will amount to Rs. 124.52 Million.

Further, in recognition of the Companys successful completion of 30 years of operations, the Board of Directors, at its meeting held on September 29, 2025, approved and disbursed the payment of a Special Interim Dividend of Rs.20/- per Equity Share of Rs.10/- each, aggregating to Rs.622.60 Million and the Special dividend was disbursed on Friday, October 17, 2025.

After considering all appropriations and adjustments, the closing balance of Retained Earnings of the Company at the end of the financial year 2025-26 stood at Rs. 600.88 Million. The Company does not propose to transfer any amounts to Reserves.

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARY COMPANIES

As On March 31,2026, 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

The Company continued to demonstrate resilience and disciplined execution in the face of a volatile global environment. Our total consolidated revenue reached Rs. 2,630.32 million, representing 2.7% year-over-year growth from Rs. 2,561.31 million in FY25. In a year of cautious discretionary technology spending, we invested purposefully in talent, delivery capabilities, and AI-enabled offerings, reflecting our conviction that depth of expertise—rather than scale alone—is what the market increasingly rewards.

The Company is a recognized leader in cloud transformation, combining deep expertise in Esri? ArcGIS geospatial systems and SAP? digitalization. During the year, we attained Esri? Platinum Partner status, the highest tier in the Esri ecosystem worldwide—and remain the first partner to achieve the ArcGIS Cloud Services Specialty, underscoring the depth of our geospatial practice.

In parallel, our SAP? practice continues to deliver end-to-end SAP S/4HANA? transformations, SAP BTP deployments, and enterprise integration services, increasingly accelerated by AI-enabled migration tooling. By bringing spatial intelligence together with enterprise systems, your Company offers clients measurable improvements in efficiency, security, and decision-making.

Against the backdrop of global economic uncertainty, CyberTech delivered a resilient performance, closing FY26 with sustained business momentum. Our results reflect the dedication of our associates, the strength of our partnerships, and the confidence of our shareholders. With a debt-free balance sheet, a growing portfolio of cloud clients, and a disciplined management approach, we are well-positioned to build durable, long-term value for shareholders in the years ahead.

CyberTechs digital transformation offerings are client-focused and comprehensive, spanning large-scale enterprise cloud DevSecOps, Managed ArcGIS Cloud Services? (MACS), geospatial application development and GeoAI, SAP? transformation, and our accelerators and Spatialitics? products. These solutions help organizations securely scale their operations and meet strict regulatory standards while advancing innovation and efficiency.

While global macroeconomic and geopolitical uncertainties may pose 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 on the Companys journey.

SHARE CAPITAL

During the year under review, the Company has not issued any equity shares. Accordingly, there has been no change in the paid up share capital of the Company and it remains at Rs. 311,305,930/- comprising of 31,130,593 Equity Shares of Rs. 10/- each as on March 31,2026.

Pursuant to shareholder approval obtained through the Postal Ballot dated November 27, 2023, read with the corrigendum dated November 06, 2023, the results of which were declared on November 28, 2023, the Company allotted 26,32,500 equity shares of Rs.10 each on a preferential basis at Rs.153 per share, including a premium of Rs.143 per share, aggregating to Rs.4,027.72 lakhs. The allotment was made in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013, and the rules made thereunder. As at March 31,2026, the aforesaid proceeds were temporarily held in fixed deposits with banks. These proceeds were utilised on May 07, 2026, for further investment in a subsidiary of the Company in accordance with the objects of issue as per applicable provisions of the aforesaid regulations, the Companies Act, 2013 and the rules made thereunder.

During the Financial Year 2026-27, on May 13, 2026, the Board of Directors approved a proposal to buy back up to 8,50,000 fully paid-up equity shares of Rs.10/- each, representing up to 2.73% of the total number of equity shares in the paid-up equity share capital of the Company as on March 31,2026. The buyback was proposed to be undertaken from the shareholders of the Company on a proportionate basis by way of a tender offer, at a price of Rs.170/- per equity share, for an aggregate amount not exceeding Rs.14,45,00,000 ("Buyback”), in accordance with the provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended, the Companies Act, 2013, and the rules made thereunder.

The Company has not issued any shares with differential 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 is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During FY 2025-26, all contracts and arrangements entered into with Related Parties pursuant to Sections 2(76) and 188 of the Companies Act, 2013, and Regulations 2(1)(zb), 2(1)(zc), and 23 of the SEBI (LODR) Regulations, 2015, were conducted in the ordinary course of business and on an arms length basis. These were either exempt—being transactions with wholly-owned subsidiaries—or executed pursuant to prior approval of the Members, as applicable.

The Company did not enter into materially significant related-party transactions with Promoters, Key Managerial Personnel (KMPs), or other designated related parties during the year under review. Comprehensive disclosures in compliance with Ind AS 24 are provided in Note No. 34 of the Consolidated Financial Statements, while the particulars required under Section 134(3)(h) of the Act are furnished in Form AOC-2 as Annexure II to the Boards Report.

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 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 WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 (POSH)

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the FY 2026. The Company follows a zero-tolerance approach towards sexual harassment and is committed to providing a safe, inclusive, and respectful workplace across its global operations. In line with the POSH Act and applicable laws, it has implemented a Policy on Prevention of Sexual Harassment and constituted Internal Committees ("ICs”) to address complaints in a fair, confidential, and timely manner.

The Company also conducts regular awareness and training programmes to strengthen prevention and sensitization across the organization Summary of the complaints received by the Company/ IC under the aforesaid Act during the financial year 2025-26 is given below:

Particulars	No. of Complaints
Number of complaints of sexual harassment received during the year	0
Number of complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

During the financial year 2025-26, no complaints were received from our offices in Pune and Kolkata in connection with Sexual harassment.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

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 31,2026, the Company has Nine (09) 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, 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 reappointment.

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 notes to Notice convening 31st AGM. Your Directors recommends for his 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 affect their status to continue as an independent Director on the Board of Directors of the Company.

Mr. Haresh Desai, 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 September 30, 2024, pursuant to Regulation 24(1) of SEBI (LODR) Regulations, 2015.

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.

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, five (05) Board Meetings were held viz. May 06, 2025, July 24, 2025, September 29, 2025, November 05, 2025, and February 11,2026, 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, two separate meetings of Independent Directors were held on December 08, 2025 and March 25, 2026 respectively to evaluate the performance of Auditors, 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 March 25, 2026 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, which was conducted at the Board Meeting held on February 11,2026.

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. 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 to 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 confirm that:

i) in the preparation of the annual financial statements for the year ended March 31,2026, 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 31,2026 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 31,2026 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 31,2026, 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.

M/s. Lodha & Co., the Statutory Auditors of the Company converted their firm 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 F.Y. 2025-26 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 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 31,2026 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 (five) consecutive financial 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 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, 2026, is available on the Companys website https://investors.cvbertech.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 Vto this report. During the year under review, the Company has spent Rs.49 Lakhs towards Corporate Social Responsibility, as mentioned in the report.

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.

INSURANCE

All insurable assets of the Company—including IT infrastructure, office premises, and hardware—as well as statutory liabilities, are adequately insured on an annual basis following the evaluation by the Management of the Company.

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 VIof 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.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading ("PIT Code”) in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, aimed at regulating, monitoring and reporting trading activities by Insiders and Designated Persons. The PIT Code seeks to preserve the integrity of the securities market by prohibiting trading in the Companys securities while in possession of unpublished price sensitive information ("UPSI”) and by promoting ethical and compliant trading practices across the organisation.

The Code, inter alia, restricts Directors, Designated Persons and their immediate relatives from buying, selling or dealing in the securities of the Company during periods when the Trading Window remains closed or while in possession of UPSI. The Trading Window closure mechanism is implemented around key corporate events and financial disclosures to ensure fairness, transparency and prevention of information asymmetry in the market.

In furtherance of strengthening compliance and regulatory oversight, the Company has designated National Securities Depository Limited ("NSDL”) as its designated depository for implementation of the system-driven disclosure mechanism pursuant to SEBI Circular No.SEBI/HO/ISD/ISD/CIR/P/2020/168 dated September 09, 2020. Further, in compliance with SEBI Circular No. SEBI/HO/ISD/ISD-SEC-4/P/CIR/2022/107 dated August 05, 2022, the PANs of Designated Persons are frozen by NSDL during the closure of the Trading Window and continue to remain frozen until 48 hours after the conclusion of the relevant Board Meeting.

Ms. Sarita Leelaramani, Company Secretary & Compliance Officer of the Company, acts as the Compliance Officer under the Code of Conduct for Prevention of Insider Trading in Securities of Cybertech.

All designated persons of the Company have submitted their annual disclosures as on March 31, 2026 and affirmed compliance with the Companys Insider Trading Code and the PIT Regulations.

The Company has in place a structured digital database ("SDD”) wherein details of persons with whom UPSI is shared on need-to-know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database. The SDD is maintained internally by the Company and is not outsourced in accordance with the provisions of the PIT Regulations. The Secretarial Auditor confirms the compliance by the Company with the SDD in their Annual Secretarial Compliance Report.

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, 2026.

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 Benefits) 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 affect the Companys financial position 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, 15,912 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 copy of required documents to Company/ RTA to obtain Entitlement Letter

2. Click on https://www.mca.gov. in to submit web form IEPF 5 on MCA portal. Send self-attested copy of web form IEPF 5 along with attachments to the Company/RTA

3. The Company to submit e-verification report to IEPF Authority

4. IEPF Authority may approve the claim or seek clarifications.

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 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 2025-26;

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, USA
Date : May 13, 2026