Cyber media (India) Limited announced that its Board of Directors has approved a Scheme of Amalgamation involving the merger by absorption of Cyber Media Research & Services Limited (CMRSL) into the company. The board meeting, held on January 24, 2026, from 10:30 a.m. to 11:35 a.m., considered and approved the merger based on recommendations from the Audit Committee and Independent Directors' Committee.

Merger Structure and Share Exchange Ratio

The approved scheme involves the complete merger of CMRSL into CMIL, with CMRSL shareholders receiving new equity shares in the merged entity. The share exchange ratio has been set at a favorable rate for CMRSL shareholders.

Financial Profile of Merging Entities

Both companies have demonstrated strong operational performance, with CMRSL showing significantly higher turnover compared to CMIL. The financial details reveal complementary business strengths that support the merger rationale.

Nine Months Ended December 31, 2025 (₹ in crore):

Year Ended March 31, 2025 (₹ in crore):

Business Operations and Strategic Rationale

CMIL operates in the print media and publishing sector, with established magazines including Dataquest, PC Quest, Voice & Data, DQ Channels, and DQ Week, maintaining a strong pan-India and Asia presence. CMRSL focuses on digital marketing services, advertisements, social media campaigns, search engine optimization, management consulting, and market research.

The merger aims to create a comprehensive marketing solutions entity by combining CMIL's four-decade legacy in technology media with CMRSL's expertise in ad tech and data analytics. CMRSL operates four revenue streams: Digital Marketing, Programmatic Media Buying, Publisher Monetization, and Data Analytics, supported by proprietary products CMGalaxy, Auxo Ads, and CyberAds.

Shareholding Pattern Changes

The merger will significantly alter the shareholding structure of the combined entity, with public shareholding increasing substantially.

Regulatory Approvals and Next Steps

The scheme requires multiple regulatory approvals before implementation. The merger is subject to approval from respective shareholders and creditors, and must comply with Sections 230 to 232 of the Companies Act, 2013. The National Company Law Tribunal (NCLT) sanction is mandatory, along with approvals from stock exchanges and other competent authorities as directed by NCLT.

The transaction qualifies as a related party transaction conducted on an arm's length basis. Valuation for determining consideration has been performed by Bhavin R Patel & Associates, Registered Valuer, with Novus Capital Advisors Private Limited providing a fairness opinion on the determined consideration.

The merger is expected to enhance liquidity for CMRSL shareholders, as CMIL shares trade on the main boards of NSE and BSE with higher trading volumes compared to CMRSL's SME-Emerge Platform listing, providing better market access and value realization opportunities.

Cyber Media (India) Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, demonstrating a significant recovery in its consolidated performance. The Board of Directors approved these results at their meeting held on January 24, 2026.

Consolidated Financial Performance Shows Strong Recovery

The company's consolidated operations delivered a remarkable turnaround in Q3FY26, reporting a profit of ₹20.11 lakhs compared to a substantial loss of ₹911.60 lakhs in the corresponding quarter of the previous year. This represents a complete reversal from the previous year's challenging performance.

For the nine-month period ended December 31, 2025, consolidated performance remained strong with total income of ₹7,610.70 lakhs compared to ₹6,556.53 lakhs in the previous year, representing a growth of 16.08%. The company achieved a consolidated profit of ₹224.55 lakhs for the nine-month period against a loss of ₹921.60 lakhs in the corresponding period of the previous year.

Segment-wise Performance Analysis

The Digital Services segment emerged as the primary growth driver, contributing ₹2,208.03 lakhs to quarterly revenue compared to ₹2,107.41 lakhs in Q3FY25. The Media Services segment generated revenue of ₹293.15 lakhs in Q3FY26, up from ₹271.49 lakhs in the previous year.

The Digital Services segment reported segment results of ₹75.11 lakhs for Q3FY26, while Media Services recorded a segment loss of ₹13.61 lakhs during the quarter.

Standalone Operations Face Challenges

While consolidated performance showed improvement, the standalone business reported a loss of ₹37.96 lakhs for Q3FY26 compared to a loss of ₹976.67 lakhs in Q3FY25. Standalone revenue from operations stood at ₹293.15 lakhs for the quarter, up from ₹271.49 lakhs in the previous year.

Exceptional Items Impact Results

The company's results were affected by exceptional expenses totaling ₹102.81 lakhs in Q3FY26, including:

• Settlement expenses of ₹18.98 lakhs related to foreign arbitration award settlement
• Statutory impact of new labour codes amounting to ₹83.83 lakhs for consolidated results and ₹33.30 lakhs for standalone results

These exceptional items relate to the implementation of four Labour Codes notified by the Government of India on November 21, 2025, which consolidated 29 existing labour laws.

Capital Structure and Right Issue Update

The company's paid-up equity share capital increased to ₹1,824.85 lakhs as of December 31, 2025, compared to ₹1,566.72 lakhs in the previous year, following the completion of a right issue. The right issue details show:

The proceeds from the right issue were utilized for meeting working capital requirements, conversion of outstanding loans to equity, and general corporate purposes.

Outlook and Governance

The financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on January 24, 2026. The company continues to monitor developments related to the finalization of Central and State Rules under the new Labour Codes and will provide appropriate accounting effects as needed.