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.

Megasoft Limited , an aerospace and defence sector company, has received the certified true copy of the National Company Law Tribunal (NCLT) order approving its scheme of amalgamation with Sigma Advanced Systems Private Limited. The company received the certified copy on December 24, 2025, completing the final regulatory formality for the strategic merger.

NCLT Final Order and Regulatory Completion

The NCLT Chennai Division Bench had pronounced its final order on December 16, 2025, approving the scheme of amalgamation between Sigma Advanced Systems Private Limited (Transferor Company) and Megasoft Limited (Transferee Company). Following the company's earlier intimation on December 19, 2025, about the order being available on the NCLT website, Megasoft has now received the certified true copy, marking the completion of all regulatory formalities.

Financial Performance Highlights

The company's recent financial results demonstrate exceptional growth, primarily driven by a significant property sale transaction. For the half-year ended September 30, 2025, Megasoft reported remarkable financial improvements across all key metrics.

The exceptional growth was largely attributed to the sale of landed property in April 2025, which resulted in a profit of ₹18,463.74 crore.

Strategic Rationale and Benefits

The amalgamation scheme is designed to create synergistic benefits for both companies in the aerospace and defence sector. Megasoft will gain ready access to defence business technology, reducing the gestation period for entering the profitable defence sector. The company will acquire Sigma's well-established brand and track record with inherent experience in the defence space.

Implementation and Next Steps

With the receipt of the certified true copy, the company has fulfilled all statutory requirements for the amalgamation. The effective date of the scheme has been set as April 1, 2024, as per the NCLT order. The tribunal has directed that all properties, rights, and liabilities of the transferor company shall be transferred to Megasoft without further act or deed.

Megasoft maintains its focus exclusively on the aerospace and defence segment, with operations across Chennai and Hyderabad offices. The company's balance sheet has been significantly strengthened, with total assets of ₹37,352.08 crore as of September 30, 2025.