Cybertech Systems & Software Ltd

To

The Members

CyberTech Systems and Software Limited

Your Directors have pleasure in presenting the 29th 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, 2024.

The financial performance of your Company for the year ended March 31, 2024 is summarized as below:

(Rs. in Millions)

• The Company registered total income of ?2,359.94 million for the year ended March 31, 2024 as compared to ?1,845.21 million for the year ended March 31, 2023, reflecting an increase of 27.89%.

• Operating revenue for the year under review was ?2,217.35 million as compared to ?1,761.65 million in the previous year, reflecting an increase of 25.87%.

• The Company reported EBITDA of ?397.03 million for the year ended March 31, 2024 as compared to ?397.63 million for the year ended March 31, 2023.

• EBITDA Margin for the year under review remained unchanged this year as compared to 21.55% in the previous year.

• The Company earned a net profit of ?227.40 million for the year ended March 31, 2024 as compared to profit of ?216.90 million for the year ended March 31, 2023, reflecting an increase of 4.84%.

• This growth can be attributed to growth in US business which constitutes 95% of our revenue.

• Our Company reported a Comprehensive income of ? 231.17 million for the year under review as compared to ?252.45 million in the previous year,

• The Company registered total revenue of ?1,646.86 million for the year ended March 31, 2024 as compared to ?1,208.39 million for the year ended March 31, 2023, reflecting an increase of 36.28%.

• Operating revenue for the year under review was ?1,558.59 million as compared to ?1,142.94 million in the previous year, reflecting an increase of 36.36%.

• The profit after tax for the year under review was ?183.01 million as against ?159.61 million in the previous year, reflecting an increase of 14.66%.

The Company's Comprehensive income was ?176.29 million for the year under review as compared to ?151.89 million in the previous year, reflecting an increase of 16.06%.

Your Directors are pleased to recommend a dividend @ 20% (?2/- per Equity Share of ?10/- each) for the Financial Year 2023-24, 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 ?62.26 Million.

The closing balance of the retained earnings of the Company for the financial year 2023-24, after all appropriation and adjustments was ?92.29 Million.

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

On March 31, 2024, 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 Company's subsidiaries is attached as Annexure I to the financial statements of the Company.

The Company's revenue has experienced strong growth in the fourth quarter and for the entire financial year. The revenue for the year increased by 28%, compared to the previous year, reaching ?2,359.94 million. This growth reflects our focus on cloud transformation, with many cloud properties and a substantial recurring cloud revenue stream. The company has become ‘cloud centric'.

Our partnership with SAP has been instrumental, particularly in SAP S/4HANA cloud migrations, as enterprises accelerate their SAP ECC transitions. The Company has expanded portfolio with the SAP Migration Factory, completing several projects that highlight the value of moving to SAP HANA cloud. SAP's "Clean Core" strategy, centered on BTP and SHC, continues to be a major focus. CyberTech's relationship with Esri has grown stronger, and our Managed ArcGIS Cloud Services (MACS) offering has gained considerable momentum, with numerous customer acquisitions in the past nine months. Clients are experiencing significant business advantages through our expertise in GIS, emphasis on cloud security, and deep understanding of complex, web-scale, cloud-based systems.

CyberTech takes pride for its deep geospatial expertise and ability to deliver large-scale Managed ArcGIS Clouds. This year, we have added several new clients with strategic, multi-year contracts, showcasing the business value of our GIS and cloud security expertise. At the Esri User Conference, our theme of "Security First ArcGIS Cloud Transformation" attracted substantial interest. We were a bronze sponsor..

At the forefront of Spatialitics, our GeoShield product continues to be a major focus area. It has successfully achieved a strong product-market fit in terms of features, and now our goal is to scale the GeoShield product business further. GeoShield has garnered significant attention at various Law Enforcement forums and events, including the IACP Annual Conference and Exposition, NRTCCA, among others. Several of these expressions of interest have been successfully transformed into qualified leads. To achieve this, we have made a strategic decision to reinforce the sales teams. Additionally, Spatialitics Utilities also has a substantial pipeline, indicating promising developments soon.

CyberTech participated in several leading forums and events (including Esri R User Conference, Esri R IMGIS, SAPR Sapphire R , etc.) during the year to showcase our offerings.

The Company has implemented several measures aimed at enhancing operational efficiency and cost-saving initiatives over the past few quarters. These initiatives have begun to yield substantial benefits, playing a pivotal role in alleviating cost pressures and sustaining margins. The trend in our results underscores our strategic focus on driving sustainable growth and optimizing performance. The United States continued to be the major revenue contributor with a contribution of 95% towards operating revenue while 5% accounted for India.

CyberTech's deal pipeline continues to expand across our three key offerings - SAPR S/4HANAR and SAPR Cloud Offerings, Managed ArcGISR Cloud Services and Spatialitics Cloud Software Solutions. The Company takes great pride in our robust partnerships, our sterling reputation in the market, and our unwavering commitment to maintaining a strong balance sheet and enhancing our resources available to the business.

During the year under review, the Company has issued and allotted 26,32,500 Equity Shares on preferential basis in terms of Chapter V of SEBI (ICDR) Regulations, 2018. As a result of the above allotment, the paid-up Share capital of the Company increased from ?284,730,930/- comprising of 28,473,093 Equity Shares of ?10/- each as on March 31, 2023 to ?311,055,930/- comprising of 31,105,593 Equity Shares of ?10/- each as on March 31, 2024.

The Board of Directors at their meeting held on April 30, 2024 during FY 2024-25 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 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 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.

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.

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 2023-24 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 2023-24, 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. 36 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 Company's 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.

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.

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.

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.

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.

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 2023-24, no complaints were received from our offices in Thane, Pune and Kolkata in connection with Sexual harassment.

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.

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.

As on March 31, 2024, the Company has Ten (10) Directors comprising of Nine (9) Non-Executive Directors including Two (2) Women Directors. Out of total number of Directors, Six (6) are Independent Directors who constitute more than one-half of the total strength of the Board.

Mr. Steven Jeske, 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. Steven Jeske 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 29th 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.

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 is pleased to announce the appointment of Mr. Rahul Mehta as an Independent Director for a term of five consecutive years, effective April 27, 2023. Mr. Mehta was appointed as an Additional Director (Non-Executive and Independent) by the Board at its meeting held on April 27, 2023. Subsequently, the approval of the Company's members was sought through a Postal Ballot, and on July 16, 2023, a special resolution was passed confirming his appointment. This appointment is in accordance with the provisions of Sections 149, 152, and other applicable provisions of the Companies Act, 2013, and the Rules framed thereunder, read with Schedule IV of the Act, as amended from time to time.

We are also pleased to announce that Mr. Haresh Desai has joined our Board as an Independent Director. His appointment, was made by the Board on April 30, 2024, and approval of the shareholders through a special resolution via Postal Ballot shall be confirmed in due course. Mr. Desai will serve a five-year term, commencing from April 30, 2024. This appointment aligns with the relevant sections of the Companies Act, 2013, including Sections 149 and 152, as well as Schedule IV and other applicable provisions.

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.

The existing term of the appointment of Mr. Ramasubramanian Sankaran, as an Executive Director of the Company would lapse on August 03, 2024. The consent of the Members will be sought for his re-appointment 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 ensuing Annual General Meeting of the Company.

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.

The Company acknowledges the recent announcement by the Board of Directors regarding the conclusion of the second five-year term for the esteemed Independent Directors: Mr. M.P. Bharucha, Mr. Sudhir Joshi, Dr. N.L. Sarda, and Dr. Shreepad Karmalkar, effective from September 30, 2024. This is in accordance with Section 149 of the Companies Act, 2013, and relevant SEBI regulations, which stipulate that the directors are not eligible for immediate re-appointment upon completing their current term.

We extend our appreciation for their dedication and commend their substantial contributions over the past decade. Their guidance and commitment have been instrumental in navigating various challenges and seizing opportunities that have shaped the company's journey.

As these directors conclude their tenure, we wish them the best in their future endeavors and express our gratitude for the legacy they leave behind. Their efforts have undoubtedly strengthened the company's foundation, setting a high standard for future governance.

During the year under review, four (04) Board Meetings were held viz. April 27, 2023, July 27, 2023, October 27, 2023 and January 24, 2024 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, 2024, 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.

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, 2024 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 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, 2024.

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:

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.

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 athttps://investors.cybertech.com/investors/corporate_policies.aspx

A brief extract on the Company's 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.

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, 2024, 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, 2024 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, 2024 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, 2024 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.

M/s. Lodha & Co., Chartered Accountants, (Firm Registration Number - 301051E/E300284) were appointed as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years, to hold office from the conclusion of 27th AGM till the conclusion of 32nd 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 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.

M/s. Lodha & Co LLP, the audit firm is not a part of any network/affiliates of audit firm(s).

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).

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, 2024 and their reports were reviewed by the Audit Committee and the Board on periodical basis.

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, 2024. 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. The Company has filed E-Forms with the Ministry of Corporate Affairs within prescribed time except for an instance of delay in filing of an e-form due to technical reason, wherein the Company has paid the fees and complied with the requirements.

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 of Familarisation programme as conducted by the Company for FY 2023-24 are mentioned in the Report on Corporate Governance, which forms part of this annual report.

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 ? 27.80 Lakhs towards Corporate Social Responsibility, as mentioned in the report.

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 company's 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.

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.

There are no Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations for the financial year ended March 31, 2024.

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

During the financial year 2023-24, 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).

However 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 19th 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.

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 Company's financial position have occurred between the end of the financial year of the Company and date of this report.

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, 12,598 equity shares of the Company were transferred to the IEPF Authority's 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 Company's 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.

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

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

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 2023-24;

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.

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:

Statements in the Boards' Report and the Management Discussion & Analysis Report, describing the Company's 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 Company's 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.

Your Directors wish to place on record their appreciation and sincere gratitude to the various departments of the Central and State Government(s), Company's 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.

Place : Trevose, USA

Date : April 30, 2024