CyberTech Systems & Software Limited has announced a postal ballot process to seek shareholder approval for an executive incentive proposal. The company issued the postal ballot notice on February 11, 2026, addressing a special resolution regarding additional compensation for its Executive Director.

Executive Incentive Proposal

The postal ballot seeks approval for an annual incentive payment to Mr. Ramasubramanian Sankaran (DIN: 05350841), Executive Director of the company. The Board of Directors, based on recommendations from the Audit Committee and Nomination and Remuneration Committee, approved this proposal at their February 11, 2026 meeting.

The incentive shall be payable at the discretion of the Chairman, in accordance with applicable foreign exchange laws and accounting practices. In case of inadequacy or absence of profits in any financial year, the incentive will be paid in accordance with Schedule V of the Companies Act, 2013.

Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process, with all voting conducted through remote e-voting only.

Shareholders whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date will be entitled to vote. The company is sending the postal ballot notice exclusively through electronic mode to members who have registered their email addresses with the company, registrar, or depositories.

Regulatory Compliance and Governance

The proposed incentive payment constitutes a Related Party Transaction under Section 188 of the Companies Act, 2013, as Mr. Ramasubramanian Sankaran serves as an Executive Director. Consequently, the company requires shareholder approval through a Special Resolution as mandated by the Act.

The company has appointed M/s Sharma and Trivedi LLP, Practicing Company Secretaries (LLPIN: AAW-6850), Mumbai, as scrutinizers for the postal ballot process. MUFG Intime India Private Limited has been engaged to provide the remote e-voting facility to all shareholders.

Voting Instructions and Support

The postal ballot notice includes comprehensive voting instructions for different categories of shareholders:

• Individual shareholders with NSDL demat accounts: Multiple login methods including OTP-based login, IDeAS facility, and direct e-voting website access
• Individual shareholders with CDSL demat accounts: Access through CDSL e-voting page and Easi/Easiest facility
• Physical mode shareholders: Registration and voting through InstaVote platform
• Institutional shareholders: Specialized process for custodians, corporate bodies, and mutual funds

The results of the postal ballot, along with the Scrutinizer's Report, will be made available on the company's website at https://cybertech.com/ under the 'Investor Relations' section, as well as on the websites of NSE, BSE, and MUFG Intime India Private Limited.

CyberTech Systems and Software Limited has filed its quarterly compliance statement with stock exchanges, confirming adherence to the intended use of proceeds from its Preferential Issue for the quarter ended December 31, 2025. The filing, submitted on February 11, 2026, demonstrates the company's commitment to regulatory compliance and transparent fund utilization practices.

Regulatory Compliance Statement

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company confirmed that there has been no deviation or variation in the use of proceeds from the Preferential Issue of Equity Shares during the quarter ended December 31, 2025. This quarterly filing is mandatory for companies that have raised funds through various modes including preferential issues.

Fund Raising Details

The company's fund raising particulars demonstrate a structured approach to capital deployment:

Intended Use of Proceeds

The funds raised through the Preferential Issue were allocated for multiple strategic purposes as outlined in the original fund raising documentation. The company specified that the proceeds would be utilized to accomplish its vision of expanding existing business activities, general corporate purposes, investment in subsidiaries, and financing future growth opportunities including acquisitions of companies yet to be identified.

Current Fund Status

According to the compliance statement, the company has not yet deployed the raised funds for their intended purposes. The filing reveals that pending actual utilization of funds raised through the Preferential Issue, the unutilized funds have been temporarily parked in Fixed Deposits with Banks. This conservative approach ensures capital preservation while the company evaluates appropriate deployment opportunities.

Governance and Oversight

The compliance statement indicates robust governance practices with both the Audit Committee and auditors providing oversight. The filing shows no comments from either the Audit Committee after review or from the auditors, suggesting clean compliance with regulatory requirements. The statement was signed by Sarita Leelaramani, Company Secretary and Compliance Officer, and Praveen Agarwal, Chief Financial Officer, demonstrating appropriate authorization levels for such regulatory filings.