Cyber Media (India) Limited has withdrawn its scheme of amalgamation with subsidiary Cyber Media Research & Services Limited due to regulatory timeline non-compliance. The company's Board of Directors approved the withdrawal via circular resolution and plans to re-file the application within the prescribed regulatory framework.

Withdrawal Details

The withdrawal was necessitated by NSE Circular Ref. No. NSE/CML/2025/32, which mandates that applications for no objection letters on draft schemes of arrangement must be filed within fifteen trading days from Board approval. The company inadvertently filed the application beyond this prescribed timeline.

Regulatory Compliance

The NSE circular requires strict adherence to filing timelines for scheme applications. The stock exchange directed the submission of a fresh application along with required documents within the timeline prescribed under the regulatory framework. To ensure compliance with regulatory requirements, the company decided to withdraw the existing scheme and initiate a fresh process.

Re-filing Strategy

Cyber Media confirmed it will re-file the amalgamation application in accordance with NSE circular requirements and regulatory timelines. The company has indicated that the withdrawal will result in limited impact, primarily causing delays in the merger timeline rather than affecting the fundamental transaction structure.

The company has initiated formal withdrawal steps with stock exchanges and confirmed no adverse financial impact from the scheme withdrawal. This procedural adjustment demonstrates the company's commitment to maintaining regulatory compliance while pursuing its strategic amalgamation objectives.

Megasoft Limited has announced significant corporate developments following its Board meeting held on January 2, 2026, including the approval of a major amalgamation scheme with Sigma Advanced Systems Private Limited and key structural changes to the organization.

NCLT Approval and Amalgamation Details

The Board has received the certified true copy of the order dated December 16, 2025, passed by the Hon'ble National Company Law Tribunal, Chennai Bench, sanctioning the Scheme of Amalgamation between Sigma Advanced Systems Private Limited (Transferor Company) and Megasoft Limited (Transferee Company). The scheme became effective on December 31, 2025, with an appointed date of April 1, 2024.

Share Exchange and Corporate Restructuring

Under the amalgamation scheme, shareholders of Sigma Advanced Systems Private Limited will receive 316 fully paid equity shares of face value ₹10.00 each of Megasoft Limited for every 100 fully paid equity shares held in the transferor company. The record date for determining eligible shareholders has been set as Wednesday, January 14, 2026.

As part of the restructuring, the company will undergo a name change to 'Sigma Advanced Systems Limited' and consolidate its authorized share capital to ₹250.00 crores, comprising 25.00 crore equity shares of ₹10.00 each.

Subsidiary and Associate Companies

Following the amalgamation's effectiveness, the Board has noted the addition of new subsidiary and associate companies from the appointed date of April 1, 2024:

Corporate Guarantees Approved

The Board has approved extending corporate guarantees for three UK-based entities on behalf of Nasmyth Group. These guarantees represent contingent liabilities for the company but carry no immediate financial impact:

Compliance and Governance Updates

The Board has addressed compliance matters related to SEBI LODR Regulations 2015, particularly regarding minimum Board constitution requirements. The company has paid the necessary fine for non-compliance during the quarter ended September 30, 2025, and management has been advised to ensure ongoing compliance with SEBI LODR Regulations.

The Board meeting commenced at 2:30 PM and concluded at 3:30 PM on January 2, 2026, with all resolutions being duly approved and documented for regulatory compliance.