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 & Software Limited announced its unaudited financial results for the third quarter of FY26 ended December 31, 2025, revealing mixed performance with stable revenue but declining profitability. The IT services company's board meeting held on February 11, 2026, approved both standalone and consolidated financial results along with key executive compensation decisions pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consolidated Financial Performance

The company's consolidated operations showed resilience in revenue generation but faced profitability challenges during Q3FY26. Total income remained relatively stable with marginal fluctuations across quarters.

The nine-month consolidated performance showed marginal revenue growth but profit decline. Revenue from operations increased slightly to ₹1,748.2 million from ₹1,744.0 million in the corresponding period last year. However, net profit decreased to ₹233.6 million from ₹253.4 million, reflecting ongoing margin pressures.

CEO Commentary and Strategic Focus

Commenting on the results, Mr. Vish Tadimety, CEO and Founder, highlighted the company's solid nine-month performance with revenue growth of 3.4% year-over-year to ₹1,958.1 million. He emphasized the strength of the annuity-based managed services model while noting that quarterly revenue completion of several project-based SAP S/4HANA transformation engagements created sequential decline.

Business Highlights and Operations

The company maintained strong operational metrics during Q3FY26. Total active client count reached 80 on a last twelve months basis, with the addition of 4 new clients during the quarter. The Technology sector continued to be the primary revenue driver, contributing 75% towards operating revenue.

Expense Structure and Margins

The company's expense management showed mixed results across different cost categories. Employee benefits expense increased significantly in both consolidated and standalone operations, impacting overall profitability.

Board Decisions and Executive Compensation

The board meeting held on February 11, 2026, approved significant executive compensation changes. The directors sanctioned an annual incentive equivalent to USD $100,000 for Mr. Ramasubramanian, Executive Director (DIN: 05350841), effective from April 1, 2026, for a three-year period. This decision, based on performance evaluation and Nomination & Remuneration Committee recommendations, requires shareholder approval and regulatory clearances.

Earnings Per Share and Market Position

The company maintained its paid-up equity share capital at ₹311.3 million with a face value of ₹10.00 per share. Consolidated basic earnings per share declined to ₹2.10 in Q3FY26 from ₹2.90 in Q3FY25. For the nine-month period, basic EPS decreased to ₹7.50 from ₹8.14 in the corresponding previous period.

CyberTech Systems and Software Limited operates in a single reportable business segment of 'Information Technology Services' as per IND AS 108 requirements. The consolidated results include three wholly-owned subsidiaries: CyberTech Systems and Software Inc. USA, Spatialitics LLC USA, and CyberTech Systems and Software Canada Inc.