SIGMA ADVANCED SYSTEMS LIMITED — Proxy Solicitation & Information Statement 2025

Jul 29, 2025

Date: July 29, 2025

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BSE Limited	National Stock Exchange of India Limited
Phiroze JeeJee Bhoy Towers	Exchange Plaza
Dalal Street, Fort	Bandra-Kurla Complex, Bandra(E)
Mumbai 400001	Mumbai 400051
Scrip Code:532408	Symbol:MEGASOFT

• Sub : Intimation pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

• Ref.: Notice of Meeting of the Equity Shareholders of Megasoft Limited to be convened as per the directions provided in the Order of the Hon’ble National Company Law Tribunal, Chennai Bench – I.

Dear Sir/ Madam,

1. This is to inform that by an order dated July 11, 2025 along with the modification order dated July 16, 2025, the Hon’ble National Company Law Tribunal, Chennai Bench - I (“Hon’ble NCLT”, and such order, the “Order”) has directed, inter alia, that a Meeting of the Equity Shareholders of the Company be convened and held on Saturday, August 30, 2025, at 10:00 A.M (IST) through video conferencing (“VC”)/ other audio visual means (“OAVM”) to consider and, if thought fit, approve the Scheme of Amalgamation.

2. In this regard, please find enclosed the copy of the notice convening the Meeting of the Equity Shareholders of the Company together with copy of the explanatory statement under Sections 230 and 232 read with Section 102 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and relevant annexures thereto.

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1. In terms of the order and pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI Listing Regulations, 2015 the Company is providing e-voting facility to its members to exercise their votes electronically for the resolution enumerated in the Notice of the Meeting.

2. Brief details of the Meeting are as follows:

	Dayand date of Meeting	Saturday,August 30,2025
	Time and mode of Meeting	10:00 A.M(IST)through VC/OAVM
	Date and time of start of remote e-voting	Tuesday,August 26,2025 at 09.00 A.M
	Date and time of end of remote e-voting	Friday, August 29, 2025 at 17.00 P.M
	Declaration of results of e-voting	on or before Tuesday,September 2,2025

The notice of the Meeting is also available on the website of the Company at www.megasoft.com

You are requested to kindly take the above information on record.

Thanking you,

Yours faithfully,

For Megasoft Limited

THAKUR Digitally signed by THAKUR VISHAL SINGH VISHAL SINGH Date: 2025.07.29 12:15:30 +05'30' ………………………………. Thakur Vishal Singh Company Secretary & Compliance Officer

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Megasoft Limited

Reg. Office: No. 85, Kutchery Road, Mylapore, Chennai-600004, Tamil Nadu, India, Corporate office: 8th floor, Unit No. 801b, Jain Sadguru Image’s Capital Park, Plot No. 1, 28 & 29, 98/4/1 to 13, Image Gardens Road, Madhapur, Hyderabad-500081, Telangana, India CIN: L24100TN1999PLC042730

Email: investors@megasoft.com Website: https://www.megasoft.com

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE SHAREHOLDERS OF M/S. MEGASOFT LIMITED

MEETING DETAILS

Day	:	Saturday
Date	:	30.08.2025
Time	:	10:00AM (IST)
Mode	:	Video Conference

REMOTE E-VOTING DETAILS

Commencing on	:	Tuesday, August 26, 2025 at 09.00 A.M
Ending on	:	Friday, August 29, 2025 at 17.00 P.M

INDEX OF CONTENTS

S.No.	Particulars	Pg. No.
1.	Notice of Tribunal Convened Meeting of the Shareholders of M/s. Megasoft Limited convened as per the directions of the Hon’ble National Company Law Tribunal, Chennai Bench - I in terms of Section 230(3) of the Companies Act, 2013.	1-19
2.	Explanatory Statement under Section 230(3) of the Companies Act, 2013, read with Section 102 of the Companies Act, 2013 and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	20-53
3.	Annexure A- Scheme of Amalgamation by way of Merger among M/s. Sigma Advanced Systems Private Limited and M/s. Megasoft Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.	54-101
4.	Annexure B –No objection letter dated 16.05.2025 issued by National Stock Exchange	102-107
5.	Annexure C- No objection letter dated 16.05.2025 issued by Bombay Stock Exchange	108-112
6.	Annexure D– Audited Financial Statement as on 31.03.2025 of M/s. Megasoft Limited.	113-125
7.	Annexure E– Audited Financial Statement as on 31.03.2025 of M/s. Sigma Advanced Systems Private Limited	126-144
8.	Annexure F –Order dated 11.07.2025 along with modification order dated 16.07.2025 passed by the Hon’ble National Company Law Tribunal, Chennai Bench – I	145-158
9.	Annexure G –Auditor’s certificate dated 04.12.2024	159-160
10.	Annexure H –Certificate of Share capital buildup of M/s. Megasoft Limited and M/s. Sigma Advanced Systems Private Limited.	161-163
11.	Annexure I –Shareholding Pattern of M/s. Megasoft Limited in the last three years.	164-206
12.	Annexure J –Shareholding Pattern of M/s. Sigma Advanced Systems Private Limited in the last three years.	207-210
13.	Annexure K -Copy of Pre and Post shareholdings of M/s. Sigma Advanced Systems Private Limited	211-219

14.	Annexure L-Auditor’s certificate dated 10.06.2025 on the accounting treatment of M/s. Sigma Advanced Systems Private Limited	220
15.	Annexure M – Details of the pending disputes pending with Government/Regulatorily Authorities of M/s. Megasoft Limited and M/s. Sigma Advanced Systems Private Limited.	221-222
16.	Annexure N -Fair Share Swap Ratio in relation to the Proposed Scheme of Amalgamation	223-241
17.	Annexure O –Details of Revenue, PAT and EBIDTA (in value and percentage terms) as Income Approach method.	242
18.	Annexure P –Copies of the confrmation certifcates issued by the Company Secretary of M/s. Megasoft Limited.	243-245
19.	Annexure Q-Net worth certifcate of M/s. Megasoft Limited both pre & post the scheme of arrangement	246-248
20.	Annexure R-Copy of the Audit Committee Report dated December 20, 2024	249-254
21.	Annexure S –Copy of the letter dated 24.12.2024	255-256
22.	Annexure T –Copy of the letter dated 10.03.2025	257-258
23.	Annexure U – Copy of the fairness opinion dated 18.10.2024	259-264

FORM NO. CAA-2

[Pursuant to Section 230(3) of the Companies Act, 2013 and rules 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

CHENNAI BENCH

COMPANY APPLICATION NO. 47 OF 2025

IN THE MATTER OF

M/S. SIGMA ADVANCED SYSTEMS PRIVATE LIMITED

(CIN - U72200TN1996PTC179090)

(TRANSFEROR COMPANY)

WITH

M/S. MEGASOFT LIMITED

(CIN - L24100TN1999PLC042730)

(TRANSFEREE COMPANY)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

(UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE

COMPANIES ACT, 2013)

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NOTICE FOR TRIBUNAL CONVENED MEETING OF SHAREHOLDERS OF M/S. MEGASOFT LIMITED

To,

The Shareholders of M/s. Megasoft Limited

1.

2.

This Notice is hereby given in view of an order dated 11.07.2025 along with the modification order dated 16.07.2025, the Hon’ble National Company Law Tribunal, Chennai Bench - I (“ Hon’ble NCLT ”, and such order, the “ Order ”) in the above mentioned Company Scheme Application wherein the Hon’ble NCLT has directed a meeting of Shareholders of M/s. Megasoft Limited to be held for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation by way of Merger by M/s. Sigma Advanced Systems Private Limited and M/s. Megasoft Limited and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”) (the “ Scheme ” or “ Scheme of Amalgamation ”).

In pursuance of the Order of the Hon’ble NCLT and as directed therein further, this notice is hereby given that a Meeting of the shareholders of the M/s. Megasoft Limited will be held on Saturday, 30.08.2025 at 10:00AM through Video Conferencing (“ VC ”) (“ Meeting ”) and the shareholders of the Company are requested to attend the Meeting. At the Meeting, the following resolution will be considered and if thought fit, be passed:

RESOLVED THAT pursuant to the provisions of Section 230 to Section 232 of the Companies Act, 2013 [including any statutory modification(s) or re-enactment thereof for the time being in force], and other applicable provisions of the Act and the provisions of the Memorandum and Articles of Association of the Company and subject to the consent, approval or permissions of the Hon’ble National Company Law Tribunal, Chennai Bench - I (Hon’ble NCLT), Regional Director, Registrar of Companies or such other competent authority as may be applicable, and subject to such conditions and modifications as may be prescribed or imposed by Hon’ble NCLT or any other regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (herein after referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorized by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied

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in the Scheme of Amalgamation and Arrangement as enclosed with the Notice of the Hon’ble NCLT convened meeting be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by Hon’ble NCLT or such other authorities while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/or Officer(s) of the Company, to give effect to this resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from shareholders of the Company.

TAKE FURTHER NOTICE that since this Meeting is held, pursuant to the Order passed by the Hon’ble NCLT and in compliance with the MCA Circulars, through VC, physical attendance of the shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the present Meeting and hence, the proxy form and attendance slip are not annexed to this Notice. However, in pursuance of Section 113 of the 2013 Act, authorized representatives of institutional/ corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC facility and e-voting during the Meeting provided that such equity shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting.

TAKE FURTHER NOTICE that each equity shareholder can opt for only one mode of voting i.e., either e-voting at the Meeting or through remote e-voting. In case of equity shareholder cast votes by remote e-voting, as aforesaid, the concerned equity shareholder will nevertheless be entitled to attend the Meeting and participate in the discussions in the Meeting but will not be entitled to vote again during the Meeting. Once the vote on a resolution is cast by a Member, the

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Member shall not be allowed to change it subsequently. The instructions for e-voting at the Meeting and remote e-voting are appended to the Notice. In case of remote e-voting, the votes should be cast in the manner described in the instructions during the remote e-voting Period.

TAKE FURTHER NOTICE

• (a) in compliance with the provisions of (i) MCA Circulars; (ii) Sections 108 and 230 of the 2013 Act read with the rules framed thereunder; (iii) Regulation 44 and other applicable provisions of the SEBI Listing Regulations, as amended, and (iv) SEBI Scheme Circular, the Company has provided the facility of voting by remote e-voting and e-voting at the Meeting so as to enable the equity shareholders to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of Company to the Scheme shall be carried out only through remote e-voting and e-voting at the Meeting;

• (b) in compliance with the aforesaid MCA Circulars, Circular issued by SEBI and the Order passed by NCLT, (a) the aforesaid Notice, (b) the Scheme, (c) the explanatory statement under Sections 230 -232 and 102 of the 2013 Act read with Rule 6 of the Amalgamation Rules and any other applicable provisions of 2013 Act and the rules made thereunder, and (d) the enclosures as indicated in the Index (collectively referred to as “ Particulars ”), are being sent through electronic mode to those equity shareholders whose e-mail IDs are registered with the Depositories/Company in compliance with the MCA Circulars and SEBI Circulars. The voting rights of the equity shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on 23.08.2025 (“ Cut Off Date ”). The equity shareholders, who will be present in the Meeting through VC facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. A person who is not an equity shareholder of the Company as on the Cut-off Date, should treat the Notice for information purpose only;

• (c) the equity shareholders may note that the aforesaid Particulars will be available on the Company’s website at www.megasoft.com websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of CDSL at www.evotingindia.com. The copy of the Notice can be obtained by emailing the Company Secretary of the Company at investors@megasoft.com

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• (d) Company has extended the remote e-voting facility for its equity shareholders to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are appended to the Notice. The equity shareholders opting to cast their votes by remote e-voting and voting during the Meeting through VC are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions detailed below.

• (e) The Hon’ble NCLT has appointed Mr. Shashi Pratap Singh as Chairperson of the said meeting including any adjournment thereof.

• (f) The Hon’ble NCLT has further appointed Mr. Sriram Ananth V as the Scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner;

• (g) the Scrutinizer shall after the conclusion of e-voting at the Meeting, first download/count the votes cast at the Meeting and hereafter unblock the votes cast through remote e-voting and shall make a consolidated Scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairperson/any authorized person as appointed by the Chairperson of the Meeting. The Scrutinizer’s decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting will be announced not later than two working days from the conclusion of the Meeting. The results, together with the Scrutinizer’s report, will be displayed on the website of Company at www.megasoft.com and besides being communicated to BSE and the NSE. The results of the Meeting will be reported by the Chairperson and Scrutinizer within three days i.e., 02.09.2025 of the conclusion of the Meeting and the report of the chairperson will be filed before the Hon’ble NCLT within a week, i.e., 06.09.2025.

• (h) the Scheme, if approved at the Meeting, will be subject to the subsequent approval of Hon’ble NCLT; and

• (i) a copy of the explanatory statement, under Sections 230-232 and 102 of the 2013 Act read with Rule 6 of the Amalgamation Rules and any other applicable provisions of 2013 Act and the rules made thereunder, the Scheme and the other enclosures as indicated in the Index are enclosed.

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• (j) The shareholding pattern of Promoter/Promoter Group and Public shareholders before and after implementation of scheme is depicted as under:

Category	Pre-Scheme Shareholding (%)	Post-Scheme Shareholding (%)	Change (%)
Promoter/ Promoter Group	35.07	72.82	+37.75
Public Shareholders	64.93	27.18	-37.75

The shareholders may note that implementation of scheme shall result in increase in the shareholding of Promoter/Promoter Group from 35.07 to 72.82 %. Shareholders may also note that approval of the shareholders to scheme of merger would also result in to them agreeing to increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the scheme related documents before exercising their voting rights.

Brief explanation regarding the reasons for the increase in shareholding of Promoter/Promoter Group and its impact on the public shareholders in terms of their rights and value of their holding in the Company:

Based on the valuation report by the registered valuer, BDO Valuation Advisory LLP, and the fairness opinion expressed by the Merchant Banker, Sumedha Fiscal Services Ltd, the share swap ratio is 3.16 i.e., for every 100 shares of Sigma Advanced Systems Private Limited (SASPL) the shareholders of SASPL will receive 316 shares of Megasoft Ltd. Also, with Promoter & Promoter Group currently holding 100% shares in SASPL and an increase in the paid-up capital of Megasoft Limited post the merger, there will be an increase in the shareholding of Promoter/Promoter Group and a reduction in the public shareholding from 64.93 % to 27.18%. The EPS of Megasoft Limited is 1.02 which will increase to 1.10 post the merger. The public shareholder continues to enjoy the same privileges and rights postMerger.

• (k) Subject to the receipt of requisite number of votes, the Resolution forming part of the Notice of the Meeting shall be deemed to be passed on the date of the Meeting i.e. 30.08.2025

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• (l) The Scheme shall be considered approved if it is approved by requisite majority of shareholders in accordance with the provisions of Sections 230 to 232 of the Act and the SEBI Listing Regulations read with the SEBI Scheme Circular.

• (m) In accordance with the applicable Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with MCA Circulars and clarification/guidance on applicability of Secretarial Standards issued by the ICSI, the proceedings of the Meeting shall be deemed to be conducted at the registered office of the Company which shall be the deemed venue of the Meeting. Since the Meeting will be held through VC, the Route Map is not annexed to this notice.

Dated this 29th day of July, 2025 Place: Hyderabad	Authorized Representative of Megasoft Limited Sd/- Sunil Kumar Kalidindi Executive Director & CEO DIN:02344343

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NOTES FOR THE MEETING OF THE SHAREHOLDERS OF THE COMPANY

1. Pursuant to the directions of the Hon’ble NCLT vide its order dated 11.07.2025 along with the modification order dated 16.07.2025, the Meeting of the shareholders of the M/s. Megasoft Limited (“ Company ”) is being conducted through VC facility to transact the business set out in the Notice convening this Meeting. The Meeting will be conducted in compliance with the provisions of the 2013 Act, SS-2, SEBI Listing Regulations, read with applicable SEBI Circulars and in compliance with the requirements prescribed by the Ministry of Corporate Affairs for holding general meetings through VC and providing facility of e-voting vide MCA Circulars. Accordingly, the Meeting of the equity shareholders of the Company will be convened on Saturday, 30.08.2025 at 10:00AM. (IST), through VC, for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation of M/s. Sigma Advanced Systems Private Limited and M/s. Megasoft Limited and their respective shareholders and creditors.

2. The Explanatory Statement pursuant to Sections 102, 230 to 232 & other applicable provisions of the 2013 Act, and Rule 6 of the Amalgamation Rules, read with SEBI Listing Regulations, SEBI Scheme Circular and other applicable SEBI Circulars in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. As per the directions provided order dated 11.07.2025 along with the modification order dated 16.07.2025 and in compliance with the MCA and SEBI Circulars, the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mode via e-mail to those equity shareholders whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent/ Depository Participant(s) (“DP”)/ Depositories and through letters to the equity shareholders whose email addresses are not available with the Company’s records containing the day, date, time and other details for joining the Meeting through VC and the weblink, including the exact path, where complete details of the Notice along with its explanatory statement and the relevant annexures thereto including the resolution to be passed in the proposed Meeting can be accessed, by such equity shareholders whose email addresses are not available with the Company.

4. The equity shareholder may note that the aforesaid documents can also be accessed from the website of the Company at www.megasoft.com websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com respectively and the documents are also available on the e-voting website of Central Depository Services (India) Limited (“CDSL”) (agency for providing the e-voting facility) i.e. https://www.evotingindia.com.

5. Further, the Hon’ble NCLT vide its order dated 11.07.2025 along with the modification order dated 16.07.2025, requires a quorum for the Meeting of 30 shareholders. If the required quorum is not present at the specified time, then the Meeting shall be adjourned by half an

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hour and thereafter, the persons present and voting, including authorized representatives, shall be deemed to constitute the quorum.

1. All the documents referred to in the accompanying explanatory statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. The shareholders seeking to inspect copies of the said documents may send an email at investors@megasoft.com

2. The Notice convening the Meeting will be published through advertisement in (i) ‘Business Standard (All India Edition), (ii) Dinamani (Tamil Nadu Edition)

3. The SEBI Scheme Circular, inter alia, provides that approval of Public Shareholders of the Company to the Scheme shall also be obtained by way of voting through e-voting. Since, the Company is seeking the approval of its shareholders (which includes Public Shareholders) to the Scheme by way of voting through e-voting, no separate procedure for voting through e- voting would be required to be carried out by the Company for seeking the approval to the Scheme by its Public Shareholders in terms of SEBI Scheme Circular. The aforesaid Notice sent to the equity shareholders (which includes Public Shareholders) of the Company would be deemed to be the Notice sent to the Public Shareholders of the Company. For this purpose, the term ‘Public’ shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term ‘Public Shareholders’ shall be construed accordingly. In terms of SEBI Scheme Circular, the Company has provided the facility of voting by e- voting to its Public Shareholders. The Scheme shall be considered approved by the equity shareholders of the Company if the resolution mentioned in the Notice has been approved by majority of persons representing three-fourth in value of the shareholders e-voting during the Meeting or by remote e-voting, in terms of the provisions of Sections 230-232 of 2013 Act.

4. Only a person, whose name is recorded in the Register of Equity Shareholders maintained by the Company/Registrar and Share Transfer Agent or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date (i.e., 23.08.2025) shall be entitled to exercise his/her/ its voting rights on the resolution proposed in the Notice. The voting rights of the equity shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on close of business hours on the Cut-off date. A person who is not an equity shareholder as on the Cut-Off Date should treat the Notice for information purpose only.

5. The voting period begins at 09.00 hours IST on Tuesday, August 26, 2025, and ends at 17.00 hours IST on Friday, August 29, 2025. The e-voting module shall be disabled by Central Depository Services (India) Limited for voting thereafter the Company is additionally providing the facility of e-voting during the Meeting.

6. Pursuant to the provisions of the 2013 Act, a shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a shareholder of the Company. Since this Meeting is being held pursuant to the MCA Circulars and SEBI Circulars through VC, physical attendance of the equity shareholders has

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been dispensed with. Accordingly, the facility for appointment of proxies by the shareholders will not be available for the Meeting and hence the proxy form, attendance slip and route map of the Meeting are not annexed to this Notice. However, the Body Corporates (as defined under the Act) are entitled to appoint authorized representatives to attend the Meeting through

VC and participate thereat and cast their votes through e-voting. Body Corporates/Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPEG Format) of its Board Resolution or Governing Body Resolution/Authorization Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Company by e-mail at investors@megasoft.com at least 48 (forty-eight) hours before the Meeting.

1. In case of joint holders attending the Meeting, the equity shareholders whose name appears as the first holder in the order of the names as per the Register of Equity Shareholders of the Company will be entitled to vote.

2. The equity shareholders can join the Meeting through VC mode 30 (thirty) minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

3. It is clarified that casting of votes by remote e-voting (prior to the Meeting) does not disentitle equity shareholders from attending the Meeting. However, after exercising right to vote through remote e-voting prior to the Meeting, a shareholders shall not be allowed to vote again at the Meeting.

4. The Hon’ble NCLT has appointed Mr. Shashi Pratap Singh as Chairperson of the said meeting including any adjournment thereof.

5. The Hon’ble NCLT has further appointed Mr. Sriram Ananth V as the Scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner;

General Information:

1. The Shareholders are encouraged to join the Meeting through Tablets/Laptops connected through broadband for better experience.

2. Please note that Equity Shareholders connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches. Equity Shareholders are required to use internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the Meeting.

3. Equity Shareholders are requested to speak only when moderator of the Meeting/ management will announce the name and serial number for speaking.

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1. Equity Shareholders who would like to express their views or ask questions during the Meeting may register themselves as a speaker shareholder by sending their request from their registered email address mentioning their name, DP ID and Client ID / Folio Number, PAN and mobile number at investors@megasoft.com.The speaker registration will be open during the period from August 18, 2025 to August 22, 2025.

2. Those Shareholders who have registered themselves as a speaker will only be allowed to express their views /ask questions during the Meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting. The Shareholders who do not wish to speak during the Meeting but have queries may send their queries on or before August 22, 2025 from their registered email address mentioning their name, DP ID & Client ID/ Folio Number, PAN and mobile number at investors@megasoft.com.These queries will be replied by the Company suitably.

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INSTRUCTIONS FOR CDSL E-VOTING SYSTEM – FOR E-VOTING AND JOINING VIRTUAL MEETINGS.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on Tuesday, August 26, 2025 from 9:00 a.m. (IST) and ends at 17.00 hours IST on Friday, August 29, 2025. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cutop date may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• (iv) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat

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account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders holding securities in demat mode with NSDL Depository

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen- digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Important note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• a. The shareholders should log on to the e-voting website www.evotingindia.com.

• b. Click on “Shareholders” module.

• c. Now enter your User ID

• For CDSL: 16 digits beneficiary ID,

• For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• d. Next enter the Image Verification as displayed and Click on Login.

• e. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld.

• f. After entering these details appropriately, click on “SUBMIT” tab.

• g. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• h. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• i. Click on the EVSN for the relevant Megasoft Limited on which you choose to vote.

• j. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• k. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• l. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• m. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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• n. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• o. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• p. There is also an optional provision to upload BR/POA if any uploaded, which will be made

Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d. The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• e. It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f. Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investors@megasoft.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the Meeting is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the Meeting.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance as mentioned above mentioning their name, demat account number/folio number, email id, mobile number at .

investors@megasoft.com The shareholders who do not wish to speak during the meeting but have queries may send their queries in advance as mentioned above mentioning their name, demat account number/folio number, email id, mobile number at investors@megasoft.com. These queries will be replied to by the company suitably by email.

1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

2. Only those shareholders, who are present in the meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the meeting.

3. If any Votes are cast by the shareholders through the e-voting available during the meeting and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending meeting & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 09911.

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL BENCH AT CHENNAI

CA(CAA)/47/CHE/2025

In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

In the matter of SIGMA ADVANCED SYSTEMS PRIVATE LIMITED , a Company incorporated under the Companies Act, 1956

And

In the matter of MEGASOFT LIMITED, a Company incorporated under the Companies Act, 1956

Between

SIGMA ADVANCED SYSTEMS PRIVATE LIMITED , having its registered office No.43/1, (Door No. 129 to 140) 8[th] Floor, Nungambakkam Division, Egmore, Nungambakkam, Greams Road, Chennai, Tamil Nadu, India, 600006.

…Applicant No. 1 (Transferor Company)

And

MEGASOFT LIMITED

having its registered office at No. 85, Kutchery Road, Mylapore, Chennai, Tamil Nadu, India – 600 004.

...Applicant No. 2 (Transferee Company)

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the Order dated 11.07.2025, along with the Modified Order dated 16.07.2025 (" Order ") passed by the Hon’ble National Company Law Tribunal, Chennai Bench (“ NCLT ” or “ Tribunal ”), in the Company Scheme Application No. CA(CAA)/47/CHE/2025, the Meeting of the Equity Shareholders of the Transferee Company is being convened on Saturday, 30.08.2025 at 10.00 A.M (IST) (hereinafter referred to as the “ Meeting ”) through Video Conferencing or Other Audio Visual Means (“ VC/OAVM ”), for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“ Transferor Company ”) with Megasoft Limited (“ Transferee Company ” or “ Company ”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”) and Rules framed thereunder (including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof, for the time being in force).

2. A copy of the Scheme along with the annexures, which has been approved by the Board of Directors of the Company at its meeting held on 18.10.2024, is attached to this Explanatory Statement and forms part of this statement.

3. In terms of the Order, the quorum for the said meeting shall be 30 Equity shareholders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. Further, in terms of the Order, in case the quorum as noted above for this meeting is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person present and voting, including authorised representatives, shall be deemed to constitute the quorum.

5. Further in terms of the said Order, NCLT has appointed Mr. Shashi Pratap Singh as Chairperson and Mr. Sriram Ananth V as Scrutinizer of the meeting of the equity shareholders, including for any adjournment or adjournments thereof.

6. Statement is being furnished as required under Sections 230-232 and 102 of the Act read with Rule 6 of the Rules.

7. The abridged prospectus as per the SEBI (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2020 is not applicable to the present merger.

8. As stated earlier, as per the directions of the NCLT, a meeting of the equity shareholders of the Company shall be convened through VC/OAVM, on Saturday, 30.08.2025 at 10:00 AM (IST) for the purpose of considering, and if thought fit, approving the arrangement embodied in the Scheme (“Meeting”). Equity shareholders would be entitled to vote either through remote e-voting or e-voting at the Meeting.

9. The Scheme shall be considered approved if it is approved by the requisite majority of equity shareholders in accordance with the provisions of Sections 230 to 232 of the Act and the SEBI Listing Regulations, read with the SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93, dated 20.06.2023 (“SEBI Scheme Circular”), as applicable.

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1. If the entries in the records/registers of the Company in relation to the number or value, as the case may be, of the Equity Shares are disputed, the Chairperson of the Meeting shall determine the number or value, as the case may be, for the purposes of the said Meeting

11. List of Companies involved in the Scheme of Amalgamation:

• a. Sigma Advanced Systems Private Limited (Applicant Company No. 1 /Transferor Company)

• b. Megasoft Limited (Applicant Company No. 2 /Transferee Company)

12. Details of the Companies/ Parties to the Scheme of Amalgamation:

a) Particulars of Megasoft Limited/Applicant Company No.2:

• a. Megasoft Limited is a Company incorporated on June 29, 1999 under the Companies Act, 1956 having Corporate Identification Number (CIN) L24100TN1999PLC042730 having its Registered Office at No. 85, Kutchery Road, Mylapore, Chennai, Tamil Nadu, India – 600 004.

• b. The equity shares of the Company are listed on the National Stock Exchange of India Limited (“ NSE ”) and Bombay Stock Exchange of India (“ BSE ”).

• c. The main objects for which Megasoft Limited has been established are set out in its Memorandum of Association, which are as follows:

• i. To carry on the business of manufacture, formulate, process, develop, refine, import, export, wholesale and/or retail trade of all kinds of pharmaceuticals products, medicines, drugs, medicines, biologicals, neutraceuticals, healthcare, ayurvedic and dietary supplement products, medicinal preparations, vaccines, chemicals, chemical products and dry salters, also to engage in business of healthcare, life sciences, research and development, contract manufacturing in India and/or abroad.

• ii. To carry on the business of manufacture, produce, refine, process, formulate, acquire, convert, sell, distribute, import, export of, deal in either as principals or agents in organic and inorganic chemicals, alkalis, acids, gases, petrochemicals, salts, electro-chemicals, chemical elements and compound pesticides, insecticides, explosives, light and heavy chemicals of any nature used or capable of being used in the pharmaceuticals, textile industry, defense chemicals, fertilizers, petrochemicals and industrial chemicals and pesticides and insecticides, solvents of any mixtures derivatives and compounds thereof

• iii. To carry on the business of manufacture including production and processing and fabrication and assembling, repairing, alternation, buying, importing, marketing, selling and exporting and otherwise dealing in all types of electronic and/ or electrical components, spare parts, products, equipment for all types of products for household/ residential or for corporate/ industrial purposes.

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• iv. To carry on the business of manufacture/ assemble/ deal/ supply/ export/ import/ design of aircraft, airlift for defence use; and aircraft modification, repairs, maintenance and logistics support for military and civilian customers including design and manufacture of aerospace related detailed parts made of metallic, composite and hybrid sources, related avionics and ground control systems including radars, communication systems for military including naval systems and civil applications.

• v. To buy, sell, hold, invest, divest shares or any other financial investment instrument of any Company, either public or private, in India or abroad.

• d. There has been no change in the object clause of Megasoft Limited in the last 3 (Three) years.

• e. The details of the authorised, issued, subscribed and paid-up share capital of the Company as on the date of this Notice are as under:

AUTHORISED	AMOUNT
20,00,00,000 (Twenty Crore) equity shares of Rs. 10/- (Rupees Ten Only) each.	Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only)
TOTAL	Rs. 200,00,00,000/-
ISSUED, SUBSCRIBED AND PAID UP	AMOUNT
7,37,70,041 (Seven Crores Thirty-Seven Lakhs Seventy Thousand and Forty-One) equity shares of Rs. 10/- (Rupees Ten Only) each.	Rs.73,77,00,410/- (Rupees Seventy-Three Crores Seventy-Seven Lakhs Four Hundred and Ten Only)
TOTAL	Rs.73,77,00,410/-

• f. Subsequent to financial year 2021-2022, there has been no change in the aforesaid share capital of the Applicant Company No.2.

• g. The financial position of the Applicant Company No.2 shall be evinced from the audited financial statements for the Financial Year ended 31.03.2025. A copy of the latest audited annual financial statement of the Applicant Company No.2 dated 29.05.2025 is annexed hereto and marked as Annexure D.

• h. Subsequent to the date of the aforesaid audited financial statement and as of date, there has been no other substantial change in the capital structure or financial position of the Applicant Company No. 2 except those arising in the usual course of business.

• i. Names of Directors and Promoters of the Applicant Company No.2 (as on the date of the Notice) along with their addresses are mentioned herein below:

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S No	Name of Directors	Designation	DIN	Address
1.	Mr. Sunil Kumar Kalidindi	Executive Director & Chief Executive Officer	02344343	Plot No. 843/A, Road No.43, Jubilee Hills, Hyderabad, Telangana-500033
2.	Ms. Leona Ambuja	Non- Executive, Non- Independent Director	07138817	10-1-162/163, 2nd Floor, Flat No. 203, Sai Prashant Kutter II, Chintal Basti, Khairatabad, Hyderabad- 500004, Telangana, India,
3.	Dr. Uma Garimella	Non- Executive, Independent Woman Director	02847624	Block 2, Flat Number 4b, Creek Side Residences, Sampangi Drive, Sri City, Satyavedu, Chitoor, Andhra Pradesh, 517588, India
4.	Mr. Kalyan Vijay Sivalenka	Non- Executive, Independent Director	06404449	32-127/312, Street No: 20, Satya Sai Enclave, Secunderabad 500009, Telangana, India
5.	Mr. Suryanarayana Raju	Non- Executive, Independent Director	01581731	Plot No.1006, Road No.50, Jubilee Hills, Hyderabad-500033, Telangana

S No	Name of Promoter	Address
1.	RAMANAGARAM ENTERPRISES PRIVATE LIMITED	Registered Office: ilabs Centre, Building-3, Plot No.18, Software units Lay Out, Madhapur, Hyderabad 500 081, Telangana

b) Particulars of Sigma Advanced Systems Private Limited are as under:

• a. Sigma Advanced Systems Private Limited is a Company incorporated on February 2, 1996 under the Companies Act, 1956 having Corporate Identification Number (CIN) U72200TG1996PTC023096 having its Registered Office at No.43/1 (Door No. 129 to 140) 8th Floor, Nungambakkam Division, Egmore, Greams Road, Chennai, Tamil Nadu, India, 600 006.

• b. The main objects for which Sigma Advanced Systems Private Limited has been established are set out in its Memorandum of Association, which are as follows:

• i. To carry-on the business of design, development, manufacture, supply, installation and commissioning of customized electronic hardware and computer software, for application in various areas, such that overall customer specific operational requirements and specifications are made available to domestic and international market.

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• ii. To design, develop, manufacture, process, buy, sell, exchange, alter, improve, trade, import, export or otherwise deal in all kinds of electronics hardware, software, peripherals, components, materials, used in connection with computer, electronics and electrical industry.

• iii. To carry on the business of agents, traders, importers, dealers, value-added resellers, stockists, distributors, and/or dealers for hardware/software packages/peripherals, electrical and electronic goods and in all kinds of computers and computer-based products and systems.

• iv. To establish and run data processing, computer aided design and DTP centers and provider, render, introduce all types of consultancy services and training in the areas including computer software and hardware, information technology, technical engineering, information management, financial, personnel, investment, marketing, production, sales, accounting, managerial mathematics, data processing, system analysis, machine services to individuals, firms, companies and any other form of organization.

• v. To provide database services to individuals, firms, companies and any other form of organization in electronic, magnetic, magneto-optical, laser, paper and any other form.

• c. The details of the authorized, issued, subscribed and paid-up share capital of the Transferor as on the date of this Notice, are as under:

AUTHORISED	AMOUNT
5,00,00,000 (Five Crore) equity shares of Rs. 10/- (Rupees Ten Only) each	Rs. 50,00,00,000/- (Rupees Fifty Crores Only)
TOTAL	Rs. 50,00,00,000/-

ISSUED, SUBSCRIBED AND PAID UP	AMOUNT
3,24,27,109 (Three Crores Twenty-Four Lakhs Twenty-Seven Thousand One Hundred and Nine) equity shares of Rs. 10/- (Rupees Ten Only) each	Rs. 32,42,71,090/- (Rupees Thirty-Two Crores Forty- Two Lakhs Seventy-One Thousand and Ninety Only)
TOTAL	Rs. 32,42,71,090/-

• d. Subsequent to September 2024 there has been no change in the aforesaid share capital of the Applicant Company No.1.

• e. The financial position of the Applicant Company No.1 shall be evinced from the audited financial statements for the Financial Year ended 31.03.2025. A copy of the latest audited annual financial statement of the Applicant Company No.1 dated 31.03.2025 is annexed hereto and marked as Annexure E.

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• f. Subsequent to the date of the aforesaid audited financial statement and as of date, there has been no other substantial change in the capital structure or financial position of the Applicant Company No. 1 except those arising in the usual course of business.

• g. Names of Directors and Promoters of the Transferor (as on the date of the Notice) along with their addresses are mentioned herein below:

S No	Name of Directors	Designation	DIN	Address
1.	Mr. Cheemarla Damodar Reddy	Director	01643638	17-1-388/C/9, Vinay Nagar Colony Rathna Hospital Lane, Saidabad Hyderabad, Telangana- 500059
2.	Ms. Akila Chintalapati Raju	Director	07590312	#29, 15th Cross, 3rdBlock Jayanagar, Bangalore – 560 011
3.	Mr. Upendar Mekala Reddy	Director	08898174	Plot No 20 Engineers Enclave, Gangaram, Chandanagar, Hyderabad – 500 050
4.	Mr. Krishna Prasad Tumuluri	Director	01887882	201, Flat no 85, H.No 8-3-1046, Khairatabad, Hyderabad – 500 073
5.	Mr. Sanjay Pukalay	Director	01643626	Flat No. 201, Royal Manor Apartments, Opp. Pochamma temple Barkatpura, Himayathnagar, Hyderabad, Telangana- 500027
6.	Mr. Sunil Kumar Kalidindi	Director	02344343	Plot No. 843/A, Road No.43, Jubilee Hills, Hyderabad, Telangana-500033

S No	Name of Promoter	Address
1.	Chintalapati Holdings Private Limited	Bldg-3, iLabs Centre, Plot no. 18, Software Units Layout Madhapur, Hyderabad 500 081, Telangana.
2.	Cheemarla Damodar Reddy	17-1-388/C/9, Vinay Nagar Colony, Rathna Hospital Lane, Saidabad Hyderabad, Telangana- 500059

13. Relationship between the companies, Description, Rationale, Salient Features &

• a. Relationships between the companies: The ultimate beneficial owners of Sigma Advanced Systems Private Limited and the Company are related.

• b. Description of the Scheme: The Scheme of Amalgamation of Sigma Advanced Systems Private Limited with Megasoft Limited and their respective shareholders and creditors is presented under sections 230 to 232 and other applicable provisions of

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the Act and rules framed thereunder (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) for the merger of Sigma Advanced Systems Private Limited with Megasoft Limited.

• c.

Rationale for Merger:

• i. While Sigma proposes to leverage its position as a recognized design, development and manufacturing house and an approved company in Aerospace and Defence industry, to provide world-class products and services for national and international clients; Megasoft has commenced focusing, amongst others, in the Aerospace and Defence Sector and is in the process of evaluating a few companies for a potential acquisition and intends to provide centralized corporate, technology, finance and leadership/ management support services to such companies. Considering the objective of Megasoft to focus in the Aerospace and Defence sector, this amalgamation is being planned, and the Scheme is anticipated to generate synergistic benefits, with both companies gaining from their pooled resources, experience, and skills.

• ii. Combination of Sigma and Megasoft is entirely complementary to, and enhances the value proposition of Megasoft

• iii. The amalgamation is based on leveraging the significant complementarities that exist amongst Sigma and Megasoft. The amalgamation would create meaningful value for various stakeholders including respective shareholders, customers, employees, as the combined business would benefit from increased scale, maximize resource utilization, improve management, and rationalisation in costs and the ability to drive synergies across revenue opportunities and operating efficiencies amongst others

• iv. The amalgamation is anticipated to generate synergistic benefits, with both Sigma and Megasoft gaining from their pooled resources, experiences, and skills

For Megasoft:

• Ready access to Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector

• Acquiring a company with a well-established brand & track record with inherent experience, capabilities, and resources in the defence space

• A steady revenue stream from operations would provide a better market acceptance. Also, an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

• This acquisition, while bringing in operational revenues, also brings in the required platform to move forward with identifying niche technological areas in the defence sector for fresh acquisitions/ mergers towards diversification and growth.

• This Merger is highly value accretive for Megasoft Shareholders.

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For Sigma:

• Sigma, while growing steadily, has not been able to take advantage of the boom in the defence sector. Through this merger Sigma can leverage to reach new markets including new geographies.

• The liquidity that Megasoft brings will support Sigma to rapidly scale up and access new technology areas and talent pool that will enhance its R&D and manufacturing capabilities.

• This merger shall unlock the value for its shareholders.

• Sigma shall have access to a wider and experienced Leadership talent.

• d. Salient Features of the Scheme:

• i. the amalgamation of the Transferor Company with and into the Transferee Company on a going concern basis in accordance with Section 2(1B) of the Income-tax Act, 1961 and the consequent issuance of equity shares by the Transferee Company to the shareholders of the Transferor Company under Sections 230 to 232 and other applicable provisions of the Companies Act and the SEBI Scheme Circular.

• ii. the appointed date for the Scheme shall be April 01, 2024, or such other date as may be fixed or approved by the NCLT or such other competent authority.

• iii. various other matters incidental, consequential or otherwise integrally connected therewith.

iv. The effectiveness of the Scheme is conditional upon fulfilment of certain conditions precedent as provided below:

• the Stock Exchanges having issued their observation/no-objection letters as required under the SEBI Listing Regulations read with the SEBI Scheme Circular;

• this Scheme being approved by the requisite majorities of the various classes of members and/ or creditors (where applicable) of the respective Companies, in accordance with the Act and the SEBI Scheme Circular or dispensation having received from the NCLT in relation to obtaining such approval from the members and/ or creditors or any Applicable Law permitting the respective Companies not to convene the meetings of its members and/or its creditors;

• the Scheme being approved by requisite of majority public shareholders of the Transferee Company (by way of e-voting) as required under SEBI Scheme Circular and under applicable provision of SEBI Listing Regulations.

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• sanctions and orders under the provisions of Sections 230 to 232 of the Act being obtained from the NCLT;

• the certified copies of the orders of the NCLT approving this Scheme having been filed with the RoC; and

• the receipt or waiver (where permissible) of any approvals of the governmental authority as may be required under applicable law.

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME, THE EQUITY SHAREHOLDERS OF THE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

1. Benefits of the merger to the Company as perceived by the Board of directors to the company, members, creditors and others (as applicable): As provided in the rationale for Merger as stated in Para 13 (c) of the Explanatory Statement.

2. Amounts due to unsecured creditors: The amount due to unsecured creditors of the Transferor as on June 7, 2025 is Rs. Nil/-. The amount due to unsecured creditors of Transferee as on June 7, 2025 is Rs. 2,72,51,084/-.

3. Summary of Valuation Report and Fairness Opinion: The Company had obtained a valuation report from BDO Valuation Advisory LLP, IBBI No.: IBBI/RV-E/02/2019/103, a Registered Valuer, dated 18[th] October, 2024 and a fairness opinion from Sumedha Fiscal Services Limited, SFSL is a Category I Merchant Banker bearing SEBI Registration Number INM000008753, SEBI Registered Merchant Banker dated 18[th] October, 2024.

Summary of methods considered for arriving at the Share-Swap Ratio

1. "Cost" Approach- Summation Method

2. "Income" Approach- Discounted Cash Flow Method

3. "Market" Approach- Market Price Method, Comparable Companies Multiple Method, Comparable Transactions Multiple Method

17. Board Approvals

• a. The Scheme was approved by the Board of Directors of the Company at its meeting held on 18[th] October, 2024, based on the recommendations of the Audit Committee of the Company. Details of Directors of the Company who voted in favour / against / did not vote or participate in the resolution approving the Scheme passed at the aforesaid meeting are given below:

S No	Name of Directors	Number of votes in favour	Number of votes against	Number of votes who did not vote or participate
1.	Mr. Anish Mathew	1 in favour	-	-
2.	Ms. Leona Ambuja	1 in favour	-	-

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3.	Mr. Kalyan Vijay Sivalenka	1 in favour	-	-
4.	Mr. Suryanarayana Raju Nandyala	1 in favour	-	-
5.	Mr. Krishna Yeachuri	1 in favour	-	-
6.	Mr. Sunil Kumar Kalidindi	-	-	Mr. Sunil Kumar Kalidindi, being a Director in Sigma Advanced Systems Private Limited, had recused himself from acting as the chairman of the meeting.

• b. The Scheme was approved by the Board of Directors of the Sigma Advanced Systems Private Limited at its meeting held on 18[th] October, 2024. Details of Directors of the Company who voted in favour / against / did not vote or participate in the resolution approving the Scheme passed at the aforesaid meeting are given below:

S No	Name of Directors	Number of votes in favour	Number of votes against	Number of votes who did not vote or participate
1.	Mr. Cheemarla Damodar Reddy	1 in favour	-	-
2.	Ms. Akila Chintalapati Raju	1 in favour	-	-
3.	Mr. Upendar Mekala Reddy	1 in favour	-	-
4.	Mr. Krishna Prasad Tumuluri	1 in favour	-	-
5.	Mr. Sanjay Pukalay	1 in favour	-	-
6.	Mr. Sunil Kumar Kalidindi	-	-	Mr. Sunil Kumar Kalidindi, being a Director in Megasoft Limited, had recused himself from discussion in the Board Meeting.

18. Capital Structure Pre and Post Merger

The Pre-Merger capital structure of the Company and Sigma Advanced Systems Private Limited is mentioned in Para 12 above.

Post-merger capital structure of Sigma Advanced Systems Private Limited is not applicable as Sigma Advanced Systems Private Limited will be merged with the Company pursuant to the Scheme (Refer para 19 below).

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19. Equity Shareholding Pattern Pre and Post Merger

The Pre and Post shareholding pattern of the Transferor and Transferee Company as on 18[th] October, 2024 are given below:

The Equity Shareholding pattern of Transferor Company Pre and Post merger is as follows:

S No	Name of the Shareholders	**Shareholding **	**(Pre Scheme) **	Shareholding (Post Scheme)	Shareholding (Post Scheme)
		No. of Shares	% of total shares	No. of Shares	% of total shares
1.	Promoter	3,24,27,109	100	***NIL (Refer Note below) **
2.	Public	0	0
3.	Custodian	0	0
	Total	3,24,27,109	100

*Note: Post Amalgamation of Sigma Advanced Systems Private Limited with Megasoft Limited, the Post Shareholding Pattern of Sigma shall be Nil.

The Equity Shareholding pattern of the Transferee Company Pre and Post merger is as follows

S No	Name of the Shareholders	**Shareholding **	**(Pre Scheme) **	**Shareholding **	(Post Scheme)
		No. of Shares	% of total shares	No. of Shares	% of total shares
1.	Promoter& Promoter Group	2,58,73,115	35.07	12,83,42,779	72.82
2.	Public	4,78,96,926	64.93	4,78,96,926	27.18
3.	Custodian	0	0	0	0
	Total	7,37,70,041	100	17,62,39,705	100

20. Disclosure about the effect of the Scheme on the material interests of directors, key managerial personnel (KMPs’)

None of the Directors and KMPs of the Company and their respective relatives have any material interests, financial or otherwise in the Scheme, except to the extent of their shareholding in the companies forming part of the Scheme, and / or to the extent said Director(s) and / or KMPs, if any are the partners, directors, KMPs, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in any of the said companies.

The details of the present Directors and KMPs of Megasoft Limited and their respective shareholdings in Megasoft Limited and Sigma Advanced Systems Private Limited as on the date of this notice are as follows:

Names of Director/KMP Mr. Sunil Kumar Kalidindi Ms. Leona Ambuja Dr. Uma Garimella	Designation	Equity Sharesin Megasoft	Equity Shares in Sigma
	Executive Director & Chief Executive	Nil	Nil
	Non- Executive, Non- Independent Director	Nil	Nil
	Non- Executive, Independent Woman	Nil	Nil

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Mr. Kalyan Vijay Sivalenka	Non- Executive, Independent Director	Nil	Nil
Mr. Suryanarayana Raju	Non- Executive, Independent Director	Nil	Nil
Mr. Shridhar Thathachary	Chief Financial Officer	Nil	Nil
Mr. Thakur Vishal Singh	Company Secretary & Compliance Officer	Nil	Nil

None of the Directors and KMPs of Sigma Advanced Systems Private Limited and their respective relatives have any material interests, financial or otherwise in the Scheme, except to the extent of their shareholding in the companies forming part of the Scheme, and / or to the extent said Director(s) and / or KMPs, if any are the partners, directors, KMPs, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in any of the said companies.

The details of the present Directors and KMPs of the Sigma Advanced Systems Private Limited and their respective shareholdings in Megasoft Limited and Sigma Advanced Systems Private Limited as on the date of this notice are as follows:

Names of Director/KMP	Designation	Equity Sharesin Megasoft	Equity Shares in Sigma
Mr. Cheemarla Damodar Reddy	Director	Nil	32,42,734
Ms. Akila Chintalapati Raju	Director	Nil	Nil
Mr. Upendar Mekala Reddy	Director	Nil	Nil
Mr. Krishna Prasad Tumuluri	Director	Nil	Nil
Mr. Sanjay Pukalay	Director	Nil	Nil
Mr. Sunil Kumar Kalidindi	Director	Nil	Nil

21.

In compliance with the provisions of section 232(2)(c) of the Act, the Board of Directors of Megasoft Limited in its board meeting held on October 18, 2024 has adopted a report, inter alia, explaining effect of the Scheme on (a) each class of shareholders, non-promoter shareholders- The Audit Committee Report dated December 20, 2024 is enclosed herewith as Annexure R. (b) KMPs- None of the KMP’s hold any shares in the Company (c) Promoters- The implementation of scheme shall result in increase in the shareholding of Promoter/Promoter Group from 35.07 to 72.82 %.

22. Documents available for inspection:

The following documents will be available electronically for inspection by the Equity Shareholders of the Company upto and including the date of the Meeting.

• a. Copy of the Order passed by NCLT in Company Scheme Application No. CA(CAA)/47/CHE/2025 dated 11.07.2025 and 16.07.2025 directing the Company to, inter alia, convene the Meeting of its Equity Shareholders.

• b. Copy of the Scheme.

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• c. Copy of the Resolutions dated 18[th] October 2024 passed by the Board of Directors of the Company and Sigma Advanced Systems Private Limited pursuant to the provisions of section 230- 232 of the Act;

• d. Copy of Statutory Auditors’ Certificate dated 7[th] November, 2024 issued by N.C Rajagopal & Co., Statutory Auditors of Megasoft Limited certifying the accounting treatment proposed in the Scheme is in conformity with section 133 of the Act and applicable accounting standards.

• e. Copy of Statutory Auditors’ Certificate dated 10[th] June, 2025 issued by Pavuluri & Co., Statutory Auditors of Sigma Advanced Systems Private Limited certifying the accounting treatment proposed in the Scheme is in conformity with section 133 of the Act and applicable accounting standards.

• f. Copies of the Extract of the Audited financial statements of Megasoft Limited and Sigma Advanced Systems Private Limited for the year ended 31[st] March, 2025

• g. Memorandum and Articles of Association of Megasoft Limited and Sigma Advanced Systems Private Limited.

• h. Annual Reports of Megasoft Limited & SASPL for the last three financial years ending March 31, 2022, March 31, 2023, and March 31, 2024.

• i. Register of Directors and their shareholding MSL & SASPL.

• j. All other documents displayed on the website of the Company https://megasoft.com in terms of this notice, the Act, SEBI Scheme Circular as amended from time to time, etc.

There are no contracts or agreements material to the Scheme.

Members seeking to inspect the above documents can send an e-mail to investors@megasoft.com from their registered e-mail address.

The Extract of Audited Financial Statements of the Transferor Company and Transferee Company for the year ended 31[st] March, 2025 (being not older than 6 months from the date of NOC of Stock Exchange) is attached to this Explanatory Statement.

The Extract of Audited Financial Statements of the Transferor Company and Transferee Company for the year ended 31[st] March, 2025 are available on the website of the Company.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommends the Scheme for the approval of the shareholders. The Directors and KMPs, as applicable, of the Company and of Sigma Advanced Systems Private Limited, and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as shareholders in general.

This statement may be treated as an Explanatory Statement under sections 230(3) and 102 and any other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

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The following are the additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution seeking shareholders’ approval u/s 230 to 232 of the Companies Act 2013 as per the BSE Limited and the National Stock Exchange of India Limited Observation Letters dated May 16, 2025.

• i. The shareholding pattern of Promoter/Promoter Group and Public shareholders before and after implementation of scheme is depicted as under:

Category	Pre-Scheme Shareholding (%)	Post-Scheme Shareholding (%)	Change (%)
Promoter/ Promoter Group	35.07	72.82	+37.75
Public Shareholders	64.93	27.18	-37.75

The shareholders may note that implementation of scheme shall result in increase in the shareholding of Promoter/Promoter Group from 35.07 to 72.82 %. Shareholders may also note that approval of the shareholders to scheme of merger would also result in to them agreeing to increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the scheme related documents before exercising their voting rights.

Brief explanation regarding the reasons for the increase in shareholding of Promoter/Promoter Group and its impact on the public shareholders in terms of their rights and value of their holding in the Company:

Based on the valuation report by the registered valuer, BDO Valuation Advisory LLP, and the fairness opinion expressed by the Merchant Banker, Sumedha Fiscal Services Ltd, the share swap ratio is 3.16 i.e., for every 100 shares of Sigma Advanced Systems Private Limited (SASPL) the shareholders of SASPL will receive 316 shares of Megasoft Ltd. Also, with Promoter & Promoter Group currently holding 100% shares in SASPL and an increase in the paid-up capital of Megasoft Limited post the merger, there will be an increase in the shareholding of Promoter/Promoter Group and a reduction in the public shareholding from 64.93 % to 27.18%. The EPS of Megasoft Limited is 1.02 which will increase to 1.10 post the merger. The public shareholder continues to enjoy the same privileges and rights post-Merger.

• ii. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme

1. Need for the Merger

Megasoft has commenced focusing, amongst others, in the Aerospace and Defence Sector and is in the process of evaluating a few companies for a potential acquisition and intends to provide centralized corporate, technology, finance and leadership/ management support services to such companies.

The need for merger of Sigma into Megasoft is as follows:

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For Megasoft:

• Ready access to Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector

• Acquiring a company with a well-established brand & track record with inherent experience, capabilities, and resources in the defence space

• A steady revenue stream from operations would provide a better market acceptance. Also, an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

• This acquisition, while bringing in operational revenues, also brings in the required platform to move forward with identifying niche technological areas in the defence sector for fresh acquisitions/ mergers towards diversification and growth.

• This Merger is highly value accretive for Megasoft Shareholders.

For Sigma:

• Sigma, while growing steadily, has not been able to take advantage of the boom in the defence sector. Through this merger Sigma can leverage to reach new markets including new geographies.

• The liquidity that Megasoft brings will support Sigma to rapidly scale up and access new technology areas and talent pool that will enhance its R&D and manufacturing capabilities.

• This merger shall unlock the value for its shareholders.

• Sigma shall have access to a wider and experienced Leadership talent.

2. Rationale of the Scheme

The proposed amalgamation would be in the best interest of the Parties and their respective shareholders, employees, creditors and other stakeholders as the proposed amalgamation will yield advantages as set out inter alia below:

• (i) While Sigma proposes to leverage its position as a recognized design, development and manufacturing house and an approved company in Aerospace and Defence industry, to provide world-class products and services for national and international clients; Megasoft has commenced focusing, amongst others, in the Aerospace and Defence Sector and is in the process of evaluating a few companies for a potential acquisition and intends to provide centralized corporate, technology, finance and leadership/ management support services to such companies. Considering the

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objective of Megasoft to focus in the Aerospace and Defence sector, this amalgamation is being planned and the Scheme is anticipated to generate synergistic benefits, with both companies gaining from their pooled resources, experience, and skills.

• (ii) Combination of Sigma and Megasoft is entirely complementary to, and enhances the value proposition of Megasoft.

• (iii) The amalgamation is based on leveraging the significant complementarities that exist amongst Sigma and Megasoft. The amalgamation would create meaningful value for various stakeholders including respective shareholders, customers, employees, as the combined business would benefit from increased scale, maximize resource utilization, improve management, and reduction in costs and the ability to drive synergies across revenue opportunities and operating efficiencies amongst others

• (iv) The amalgamation is anticipated to generate synergistic benefits set out at para 3 below, with both Sigma and Megasoft gaining from their pooled resources, experiences, and skills.

3. Synergies of Business to Megasoft & Sigma:

The amalgamation is anticipated to generate following synergistic benefits, with both Sigma and Megasoft gaining from their pooled resources, experiences, and skills.

For Megasoft:

• Ready access to Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector

• Acquiring a company with a well-established brand & track record with inherent experience, capabilities, and resources in the defence space

• A steady revenue stream from operations would provide a better market acceptance. Also, an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

• This acquisition, while bringing in operational revenues, also brings in the required platform to move forward with identifying niche technological areas in the defence sector for fresh acquisitions/ mergers towards diversification and growth.

• This Merger is highly value accretive for Megasoft Shareholders.

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For Sigma:

• Sigma, while growing steadily, has not been able to take advantage of the boom in the defence sector. Through this merger Sigma can leverage to reach new markets including new geographies.

• The liquidity that Megasoft brings will support Sigma to rapidly scale up and access new technology areas and talent pool that will enhance its R&D and manufacturing capabilities.

• This merger shall unlock the value for its shareholders.

• Sigma shall have access to a wider and experienced Leadership talent.

4. Impact of Scheme on Shareholders

The amalgamation of Sigma into Megasoft would be immensely value accretive to the shareholders and various stakeholders of Megasoft, including its shareholders, customers, and employees, as the combined business would benefit from: (i) ready access to Sigma’s Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector; increased scale; (ii) plug and play of a company with well-established brand & track record with inherent experience and resources in the defence space; and (iii) A steady revenue stream from operations and an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

5.

The benefits to Megasoft and its shareholders of amalgamation of Sigma into Megasoft which are detailed in para 1 to 4 above far exceed and out way the cost to Megasoft and its shareholders in terms of dilution of the stake of existing shareholders of Megasoft in Megasoft, as they would benefit immensely over time from the accretion in the overall shareholder value of the Megasoft stemming from the synergies and benefits detailed at paras 1 to 4 above.

• iii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.

Details of Registered Valuer issuing Valuation Report	BDO Valuation Advisory LLP, IBBI No.: IBBI/RV-E/02/2019/103
Merchant Banker issuing Fairness opinion	Sumedha Fiscal Services Limited, SFSL is a Category I Merchant Banker bearing SEBI Registration Number INM000008753

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Summary of methods considered for arriving at the Share-Swap Ratio

1. "Cost" Approach- Summation Method 2. "Income" Approach- Discounted Cash Flow Method 3. "Market" Approach- Market Price Method, Comparable Companies Multiple Method, Comparable Transactions Multiple Method

Rationale for using above methods

(i) The equity shares of Megasoft are listed on NSE and BSE. Hence, we have considered the Market Price method under the Market Approach for valuing Megasoft. SASPL is not listed on any Indian stock exchange, hence, Market Price method under Market Approach is not considered. (ii) Comparable Companies Multiple (“CCM”) method under the Market Approach has been considered for valuation of SASPL, whereby we have considered appropriate multiples of the listed comparable companies which are engaged in the business similar to that of SASPL for the valuation exercise. In the absence/paucity of adequate details about comparable transactions, the Comparable Transactions Multiple (“CTM”) method is not considered for present valuation analysis exercise. (iii) We understand that Megasoft derives its value from its assets, hence Discounted Cash Flow Method (“DCF”) would not be an appropriate methodology to value Megasoft. We have considered the DCF Method under Income Approach to value SASPL as the true worth of the business would be refected in its future earnings potential. (iv) Summation Method is mainly used in case where the asset base dominates the earnings capability. In a going concern scenario of an operating business, the earning power, as refected under the Income and Market approaches, is of greater importance to the basis of proposed amalgamation, than the values arrived at on the net asset basis being of limited relevance. Therefore, we have not considered Cost Approach for valuation of SASPL. In the current case, Megasoft holds investment/assets in *immovablepropertyand

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associate company. Hence, we have analyzed the valuation of Megasoft as per Summation Method under the Cost Approach since it derives its value from its investments/assets.

*Note: The Company has sold the immovable property on April 4, 2025.

iv. Details of shareholders of SASPL being categorized as promoters and/or public in ML postscheme along with rationale for the same in the following format in compliance with SEBI ICDR Regulations, 2018 and Companies Act, 2013.

Name of the shareholder	Classifcation in SASPL (Promoter/Public)	No of shares held	No of shares allotted as per share swap ratio	Classifcation in ML (Promoter/Public)	Rationale for the same
C. Damodar Reddy	Promoter	32,42,734	1,02,47,039	Promoter Group subject to applicable SEBI regulations	Mr. C Damodar Reddy by virtue of being Promoter Director since the inception of SASPL, his shareholding will continue to be classifed as a Promoter Group post the merger.
Chintalapati Holdings Private Limited (CHPL)	Promoter	2,91,84,375	9,22,22,625	Promoter Group subject to applicable SEBI regulations	Mr. Chintalapati Srinivasa Raju and Ms. Chintalapati Jyothi Raju who are UBO’s of Megasoft and Sigma respectively are related as

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Husband and Wife.

• v. Latest financials of SASPL and ML not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.

Extract of the Latest Financials of SASPL and ML as on March 31, 2025, is Enclosed as Annexure-D, E

vi. Details of new shareholders being classified as Promoter/Promoter group in ML post-merger as specified in Para 10(G) of Schedule VI to SEBI (ICDR) Regulations, 2018.

S No.	Particulars	Details
1.	(G)Promoters/ principal shareholders: (a) Where the promoters are individuals: (i) A complete profle of all the promoters, including their name, date of birth, age, personal addresses, educational qualifcations, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and fnancial activities, photograph and Permanent Account Number. (ii) A declaration confrming that the Permanent Account Number, Bank Account Number(s) and Passport Number Aadhaar card number and driving license number of the promoters have been submitted to the stock exchanges on which the specifed securities are proposed to be listed, at the time of fling the draft ofer document Where the promoters are companies: (i) Brief history of the promoters such as date of incorporation, change in activities and present activities. (ii) History of the companies and the promoters of the companies. Where the promoters of such companies are again companies or bodies corporate, names of natural persons in control (i.e., holding ffteen per cent. or more voting rights) or who are on the board of directors of such bodies corporate.	Attached below Not Applicable A detailed note on CHPL is enclosed below iii) Please refer to pre and post-merger shareholding pattern

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	(iii) Details of change in control of the promoter companies, if any, including details of the persons who held the controlling interest in the preceding three years. (iv) Declaration confrming that the Permanent Account Numbers, Bank Account Numbers, the Company Registration Numbers and the addresses of the Registrars of Companies where the companies are registered have been submitted to the stock exchanges on which the specifed securities are proposed to be listed, at the time of fling the draft ofer document or draft letter of ofer with them	iv) Not Applicable
2.	If the promoters do not have experience in the proposed line of business, that fact shall be disclosed explaining how the proposed activities would be carried out/managed.	Not Applicable
3.	If the promoters have any interest in the issuer other than as promoters, brief details of the interest.	Not Applicable
4.	Full particulars of the nature and extent of the interest, if any, of promoter(s), directors or group companies: (i) in the promotion of the issuer; (ii) in any property acquired by the issuer in the preceding three years or proposed to be acquired by it. (iii) where the interest of such a director or promoter consists in being a member of a frm or company, the nature and extent of the interest of the frm or company, with a statement of all sums paid or agreed to be paid to such director or to the frm or company in cash or shares or otherwise by any person either to induce such person to become, or to qualify such person as a director, or otherwise for services rendered by such person or by the frm or company, in connection with the promotion or formation of the issuer. (iv) in any transaction in acquisition of land, construction of building and supply of machinery, etc. with full details of the transaction and the amount involved	Not Applicable
5.	Payment or beneft to the Promoter of the Issuer:Any amount or beneft paid or given in the precedingtwoyears or intended to bepaid orgiven	Nil

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	to any promoter or promoter group and consideration for payment of giving of the beneft.
6.	Brief details of material guarantees, if any, given to third parties by the promoters with respect to specifed securities of the issuer.	Nil
7.	A list of all individuals and entities forming part of the promoter group of the issuer.	As per point no. iv) above.
8.	If the promoters have disassociated themselves from any of the companies or frms during the preceding three years, the reasons thereof and the circumstances leading to the disassociation together with the terms of such disassociation.	Not Applicable

Chintalapati Holdings Private Limited

Chintalapati Holdings Private Limited (CHPL), incorporated on January 20, 2000 and headquartered in Hyderabad, is a Private Company primarily engaged in financial intermediation, including hire-purchase, leasing, and real estate-related activities. The CIN of CHPL is U65921TG2000PTC033327. CHPL functions as a Private, Non-Government, Company limited by shares. It is promoted by members Mrs. Jyothi Raju Chintalapati and Ms. Vaishnavi Chintalapati Raju. The authorized share capital of CHPL is INR 10,20,00,000/- (Rupees Ten Crores Twenty Lakhs Only) and issued, subscribed and paid-up capital of CHPL is INR 2,00,90,000/- (Rupees Two Crores Ninety Thousand Only). The present directors of the Company are Mrs. Jyothi Raju Chintalapati and Mrs. Akila Chintalapati Raju.

There is no change in the objects/business activities of the CHPL since its incorporation.

---

S. No.	Particulars	Details
1.	Name	Damodar Reddy Chemarla
2.	Date of Birth	01-Mar-1967
3.	Age	58 years
4.	Personal Address	17-1-388/C/9, Vinay Nagar Colony, Saidabad, Hyderabad – 500059 Telangana INDIA
5.	Educational Qualifcation	M. Tech (Electronics & Communication, Embedded Systems)
6.	Experience	Total of 37 years professional experience 30+ years as an entrepreneur & founder director of Sigma Advanced Systems

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		Deep skills in technical management, business development, administration and other business skills Deputed to USA & Canada in the early phase of his professional career, and was Instrumental in technology transfer of data acquisition systems, and execution of major projects for ONGC on ofshore Oil & Gas Drilling Rigs and Platforms
7.	Posts / Positions	1996-Present: Managing Director in Sigma Advanced Systems, Hyderabad 2025 – Present: Director with Indo-Rus Systems Private Limited 1994-1996: Managing Partner in Sigma Microsystems & Solutions, Hyderabad 1990-1994: Manager – Design, SCADA Systems India Private Limited, Hyderabad 1988-1990: Senior Design Engineer, Electronics and Systems Associates, Hyderabad
8.	Directorships held	Managing Director @ Sigma Advanced Systems Director @ IndoRus Systems
9.	Other ventures	None
10.	Permanent Account Number	ACQPC5580R

• vii. Pre and Post scheme shareholding of SASPL and ML as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

Pre and Post scheme shareholding of SASPL and ML as on June 30, 2025 is Enclosed as Annexure- K

Note: The changes in the shareholding pattern of ML are purely on account of the trading on both the Stock Exchanges namely BSE & NSE by the public shareholders.

• viii. Rationale for undertaking Bonus issue in SASPL along with details of shareholders to whom they were issued and whether the impact of same was considered while arriving at the share-swap ratio.

As per the information and the documents made available from SASPL, the said transaction was undertaken inter-alia to reward the shareholders of the Company.

Over the years, SASPL has demonstrated strong performance both in terms of profitability and business growth within the high-value Defence and Aerospace sector. As of March 31, 2024, the company had accumulated Reserves and Surplus of ₹41.71 crore, reflecting its consistent financial strength. In September 2024,

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SASPL capitalized a portion of these reserves by issuing bonus shares in the ratio of 10:1. This strategic move was aimed at rationalizing the company’s capital structure and rewarding its existing shareholders. The bonus issue aligned the paid-up capital with the substantial funds already deployed for business expansion and technological development. Furthermore, the increased equity base is expected to enhance liquidity and shareholder value, particularly in the context of the then upcoming merger with Megasoft, by creating a more robust and market-aligned capital structure.

The bonus shares were issued to all the shareholders namely:

1. Chintalapathi Holdings Pvt Ltd

2. C Damodar Reddy

The share-swap ratio arrived at takes into account the issuance of this bonus shares.

• ix. Capital built-up of SASPL and ML since incorporation and last 3 years shareholding pattern filed by SASPL and ML with ROC

Capital built-up of SASPL and ML since incorporation and last 3 years shareholding pattern filed by SASPL and ML is Enclosed as Annexure-H, I

• x. Details of Revenue, PAT and EBIDTA of SASPL and Transferee Company (ML) for last 3 years.

Details of Transferor Company- Sigma Advanced Systems Private Limited

(in Crores)

S No.	Revenue (without other income)	Revenue (including other income)	PAT	EBIDTA
2022-23	63.74	64.54	8.94	13.61
2023-24	83.85	87.46	11.90	20.94
2024-25	107.36	108.02	16.82	25.93

Details of Transferee Company- Megasoft Limited

(in Crores)

				(in Crores)
S No.	Revenue (without other income)	Revenue (including other income)	PAT	EBIDTA
2022-23	1.97	43.83	11.48	24.17
2023-24	0.00	37.35	7.56	28.45
2024-25	0.00	41.28	8.48	31.16

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• xi. Projections considered for valuation of SASPL along with justification for growth rate considered for valuation of SASPL and ML.

Summary of Valuation Approaches & Methodologies used for Valuation Exercise

Company Name	Market Approach-MP Method [1]	Market Approach – CCM / CTM Method [2]	Income Approach-DCF Method [3]	Asset / Cost Approach – Summation Method [4]
Megasoft	✓	X	X	✓
SASPL	X	✓	✓	X

1. The equity shares of Megasoft are listed on NSE and BSE. Hence, we have considered the Market Price method under the Market Approach for valuing Megasoft. SASPL is not listed on any Indian stock exchange, hence, Market Price method under Market Approach is not considered.

2. Comparable Companies Multiple (“CCM”) method under the Market Approach has been considered for valuation of SASPL, whereby we have considered appropriate multiples of the listed comparable companies which are engaged in the business similar to that of SASPL for the valuation exercise. In the absence/paucity of adequate details about comparable transactions, the Comparable Transactions Multiple (“CTM”) method is not considered for present valuation analysis exercise.

3. We understand that Megasoft derives its value from its assets, hence Discounted Cash Flow Method (“DCF”) would not be an appropriate methodology to value Megasoft. We have considered the DCF Method under Income Approach to value SASPL as the true worth of the business would be reflected in its future earnings potential.

4. Summation Method is mainly used in case where the asset base dominates the earnings capability. In a going concern scenario of an operating business, the earning power, as reflected under the Income and Market approaches, is of greater importance to the basis of proposed amalgamation, than the values arrived at on the net asset basis being of limited relevance. Therefore, we have not considered Cost Approach for valuation of SASPL.

In the current case, Megasoft holds investment/assets in immovable property and associate company. Hence, we have analyzed the valuation of Megasoft as per Summation Method under the Cost Approach since it derives its value from its investments/assets.

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Particulars (INR Mn)	FY26	FY27	FY28	FY29
Revenue from Operations	1,428.9	2,001.4	2,800.7	3,941.0
Total Expenses	1,086.8	1,506.6	2,072.1	2,881.5
EBITDA	342.0	494.8	728.6	1,059.5
PBT	311.0	444.9	660.5	980.6
PAT	217.7	311.4	462.4	686.4

Projected Balance Sheet of SASPL

Particulars (INR Mn)	FY26	FY27	FY28	FY29
Equity Share Capital	29.5	29.5	29.5	29.5
Reserves & Surplus	782.7	1,094.0	1,556.4	2,242.8
Shareholders' Fund	812.1	1,123.5	1,585.9	2,272.2
Total Debt	56.8	55.9	53.4	46.3
Total Liabilities	868.9	1,179.4	1,639.3	2,318.5
Net Fixed Assets& Investments	239.3	452.0	559.0	547.9
Total Current/Non-current Assets	1,046.3	1,300.0	1,877.7	2,889.9
Total Current/Non-Current Liabilities	420.7	576.6	801.4	1,123.3
Net Current/Non-current Assets	625.6	723.3	1,076.3	1,766.6
Total Assets	868.9	1,179.4	1,639.3	2,318.5

considered in Financial Projections of SASPL:

The major products in the Aerospace sector that are being manufactured by SASPL are Onboard electronics for various classes of Missiles, Avionics and data acquisition systems for multiple air borne platforms, Communication systems for military and critical electronics for naval platforms including comprehensive autonomous drone and anti-drone defence systems & solutions. Having built up the skills, capabilities and capacities over the years the company has a reputed standing in the industry and so also with the customers. A significant part of the current business is recurring / repeat orders and the company has a healthy order book position. The company is also able to leverage the economies of scale due to an established business which brings in better EBITDA margins.

With the government’s “Make in India” initiative and a thrust on defence upgradation, both on scale and technology value chain, there is an increase in the defence budget allocation as a % of GDP. The government has also opened up the sector for participation from the private sectors.

The Company’s premises at Hardware Park, Hyderabad. The site offers scope for future expansion

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to support business growth and includes augmented production and test facilities. The facility is equipped with a development center complete with tools and equipment, antistatic stores, production, QA, and test areas.

The growth projections of the company take into consideration all the above factors. The company is well positioned to take the opportunities provided by the overall growth in the Aerospace and Defence Sector. The future growth is backed by increase in recurring businesses, new product and market areas, adaption to technology, expansion plans supported by manpower with appropriate skills, latest testing and production equipment and infrastructure enhancements leading to higher capacity utilization.

xii. Value of Assets and liabilities of SASPL that are being transferred to Transferee Company and post-merger balance sheet of ML.

	xii. Value of Assets and liabilities of SASPL that are being transferred to Transferee Company and post-merger balance sheet of ML.	xii. Value of Assets and liabilities of SASPL that are being transferred to Transferee Company and post-merger balance sheet of ML.
	SIGMA ADVANCED SYSTEMS PVT LTD
	STANDALONE BALANCE SHEETAS AT 1st April 2024
	(All amounts are in Lakhs of Indian rupees unless otherwise stated)
	Particulars	01-04-2024
	Assets
	Non-Current assets
	Non Financial assets
	Property,Plant and Equipment	202.12
	Financial Assets
	- Investments	835.00
	-Other Financial Assets	7.70
	Deferred Tax Assets (Net)	40.57
	Other Non Current Assets	-
	Current Assets
	Financial Assets
	-Trade Receivables	5,196.22
	-Inventories	2,041.31
	-Cash And Cash Equivalents	0.12
	-Bank Balances other than Cash & Cash Equivalents	322.17
	- Loans	-
	Current Tax Assets(Net)	54.17
	Other Current Assets	1,246.46
	Total Assets	9,945.85
	EQUITY AND LIABILITIES
	Equity
	EquityShare Capital	294.79
	Other Equity	4,171.99

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Total Equity	4,466.78
Non-Current Liabilities
Financial Liabilities
-Borrowings	916.77
- Lease Liabilities	-
-Other Financial Liabilities	-
Provisions - Non Current	107.12
Current Liabilities
Financial Liabilities
-Current Borrowings	2,307.00
- Lease Liabilities	-
- Tradepayables
- Total Outstandingdues to Micro and Small Enterprises
- Total Outstanding dues of Creditors other than Micro and Small Enterprises	806.07
- Other financial liabilities	-
Provisions-Current	-
Other current liabilities	1,342.11
Total Equity and Liabilities	9,945.85

MEGASOFT LIMITED CIN : L24100TN1999PLC042730 STATEMENT OF BALANCE SHEET FOR THE YEAR ENDED 31st March 2024 (All amounts are in Lakhs of Indian rupees unless otherwise stated)

MEGASOFT LIMITED	MEGASOFT LIMITED	MEGASOFT LIMITED
CIN : L24100TN1999PLC042730
STATEMENT OF BALANCE SHEET FOR THE YEAR ENDED 31st March 2024
(All amounts are in Lakhs of Indian rupees unless otherwise stated)
	Particulars	31-03-2024
	Assets
	Non-Current assets
	Non Financial assets
	Property,Plant and Equipment	18,920.74
	Financial Assets
	-Investments	14,436.67
	-Other Financial Assets	608.41
	Defered tax Asset	40.58

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	Other Non Current Assets	700.20
	Current Assets
	Financial Assets
	-Inventories	2,041.31
	-Cash And Cash Equivalents	1,968.74
	-Bank Balances other than Cash & Cash Equivalents	144.34
	-Loans	1,000.00
	Current Tax Assets (Net)	1,703.38
	Other Current Assets	2,069.53
	Trade Receivables	5,196.22
	Total Assets	48,830.10
	EQUITY AND LIABILITIES
	Equity
	Equity Share Capital	17,623.97
	Other Equity	7,197.73
	Total Equity	24,821.69
	Non-Current Liabilities
	Financial Liabilities
	-Borrowings	14,487.46
	-Lease Liabilities	162.93
	-Other Financial Liabilities	2,193.69
	Provisions-Non Current	121.42
	Current Liabilities
	Financial Liabilities
	-Current Borrowings	3,204.87
	- LeaseLiabilities	73.21

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-Trade payables
-Total Outstanding dues to Micro and Small Enterprises	806.07
- Total Outstanding dues of Creditors other than Micro and Small Enterprises
-Other financial liabilities	127.94
Provisions-Current	666.04
Other current liabilities	2,164.78
Total Equity and Liabilities	48,830.10

• xiii. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties.

The clause (ii) above details the rationale, benefits and synergies in this merger transaction. The current market conditions are favourable for the Aerospace & Defence Electronics space, given the government’s thrust and impetus on Atmanirbhar Bharat / Make in India initiatives coupled with the government’s focus on strengthening the capabilities of all the three wings of the armed forces (primarily with emphasis on retaining a technological edge)

• xiv. Financial implication of merger on Promoters, Public Shareholders and the companies involved, synergies between ML and SASPL along with inter-company transactions between them.

NIL

• xv. Disclose all actions taken and/or initiated against the entities involved in the scheme including its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders along its status.

With reference to the Scheme of Amalgamation between Megasoft Limited and Sigma Advanced Systems Private Limited the following are the action taken/pending by Govt./Regulatory body/Agency and it does not impact the shareholders:

In respect of Megasoft Limited:

1. GST:

The company has filed a Writ Petition in 2023 before the Hon'ble High Court of Telangana challenging notifications relating to taxation of Joint Development transactions under which the Central GST authorities made a claim / demand. The company has also filed another Writ Petition in October 2024 in the matter of order

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from the State GST relating to taxation of Joint Development transactions. The matter is sub-judice.

2. Income Tax:

• (a) The Income Tax Department has gone on appeal against the order of the ITAT dated 21.09.2022 in ITA No.733/CHNY/2017 which was in favour of the Company.

• (b) The company has filed an appeal before CIT(A) in respect of order dated 21.03.2024 in respect of issues relating to Capital Gains & Capital Losses.

Further there are no pending litigations in SASPL.

• xvi. Disclose the impact on reserves of ML pursuant to the scheme of arrangement along with quantitative details showing the impact of both pre & post the scheme of arrangement and statement that the same is in accordance with applicable accounting standards and other applicable provisions of the Companies Act, 2013. Disclose the approval requirement of shareholders under the Companies Act, 2013 and other relevant details.

The Networth Certifcate of Megasoft Limited both pre & post the scheme of arrangement is enclosed as Annexure- Q.

Ø List of Annexures as per the BSE Limited email dated May 16, 2025 to be Enclosed with the Shareholders Notice:

S No.	Particulars	Remarks
1.	In cases of Demerger, apportionment of losses of the listed company among the companies involved in the scheme.	Not Applicable
2.	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certified by Chartered Accountant(CA).	Not Applicable
3.	Any type of arrangement or agreement between the demerged company / resulting company / merged / amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.	No
4.	In the cases of capital reduction/ reorganization of capital of the Company, Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium,as a free reserve,certified byCA.	Not Applicable
5.	In the cases of capital reduction/reorganization of	Not Applicable

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	capital of the Company, Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securitiespremium,certified byCA.
6.	In the cases of capital reduction/ reorganization of capital of the Company, Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certified byCA.	Not Applicable
7.	In the cases of capital reduction/ reorganization of capital of the Company, the built up of the accumulated losses over theyears,certified byCA.	Not Applicable
8.	Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accountingtreatment,certified byCA.	Enclosed as Annexure G, L
9.	In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage	Not Applicable
10.	Whether the Board of unlisted Company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof.	Yes, Details are as per the Auditors Certificate on Capital Evolution for Sigma Enclosed as Annexure H
11.	List of comparable companies considered for comparable companies’ multiple method, if the same method is used in valuation.	Not Applicable
12.	Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified byCA.	Enclosed as Annexure H
13.	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for the period of recent 8 years.	Yes, Details are as per the Auditors Certificate on Capital Evolution for Sigma Enclosed as Annexure M
14.	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entityin last three financialyears.	Not Applicable
15.	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.	Yes, Details are as per the Report on Fair Share Swap Ratio in relation to the ‘Proposed Scheme of Enclosed as Annexure N
16.	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.	Not Applicable
17.	How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.	Yes, Details are as per the Para C of Scheme of Amalgamation

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18.	Tax/other liability/benefit arising to the entities involved in the scheme, if any.	Yes, Details are as per Part II, Para 1.2, Clause xxvii of Scheme of Amalgamation.
19.	Comments of the Company on the Accounting treatment specified in the scheme to conform whether it is in compliance with the Accounting Standards/Indian Accounting Standards.	Yes, the accounting treatment specified in the scheme to is in compliance with the Accounting Standards/Indian AccountingStandards
20.	If the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.	Yes, Details of the same are Enclosed as Annexure O
21.	Confirmation that the valuation done in the scheme is in accordance with applicable valuation standards.	Yes Enclosed as Annexure P
22.	Confirmation that the scheme is in compliance with the applicable securities laws.	Yes, Enclosed as Annexure P
23.	Confirmation that the arrangement proposed in the scheme is yet to be executed.	Yes, Enclosed as Annexure P

Dated this 29[th] day of July, 2025 Authorized Representative of Megasoft Place: Hyderabad Limited Sd/Sunil Kumar Kalidindi Executive Director & CEO DIN:02344343

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ANNEXURE - A

SCHEME OF AMALGAMATION

AMONG

SIGMA ADVANCED SYSTEMS PRIVATE LIMITED (“AMALGAMATING COMPANY”)

AND

MEGASOFT LIMITED (“AMALGAMATED COMPANY”)

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

( UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT 2013 AND OTHER APPLICABLE PROVISIONS AND RULES THEREUNDER )

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A. PREAMBLE

This scheme of am algamation (“ Scheme ” ), inter alia , provides for the amalgamation of Sig ma ( as defined hereinafter ) into and with M egasoft ( as defined hereinafter ), with e ffect from the App ointed Date ( as defined hereinafter ), pursuant to the provision s of Section s 230- 232 an d/or oth er ap plicable provisions of the Act ( as defined hereinafter ) and in compliance with Section 2(1B) of the IT Act ( as defined hereinafter). This Scheme also provides for various other matters consequent and incidental thereto.

B. INTRODUCTION

1. Sigma ( as defined hereinafter ) was incorporated on 02 February, 1996 wit h the RoC ( as defined hereinafter ), under the provisions of the Companies Act, 1956 and now deemed to be incorporat ed und er the Act. The Corporate Identi fication Numb er of Sigma is U72200TG 1996PT C023096. The registered office of Sigma is situated at Survey No.1/1, Plo t N o. 24/A, Hardwar e Park Srisailam Roadkanc ha Imara t, Raviry ala Vi l lage , Maheswara m M andal, T elan gana, India – 500 005. A t p resent, Sigma ’s compre hensive product portfolio includes state-of-th e-art Avionics, Naval Systems, T orp edo Syst ems, Com munication Systems, Radars and C-UAS tailored to meet t he evol ving ne eds of moder n armed forces, m ore spec ifically d efined her einafter a s “Business of Sigma”. S igma Ad vanced System s stand s at the for efront o f the defence indus try, delive ring systems and solutions that not only protect but also empower those who serve the Nation. S igma proudly contribu tes to the Govern ment’ s “ Make in I ndia ” in itiative. The m ain objects of Sigma are as follows:

• (i) To carry-on the business of design, development, manufacture, supply, installation and commissioning of customized electronic hardware and computer software, for app lication in variou s areas, su ch that overa l l customer specific operation al requirements and specifications are made available to domestic and inte rnational m arket.

• (ii) To design, develo p, man ufacture , proce ss, buy, sell, ex change, alter, im prove, t rade, i mpor t, expo rt or ot herw ise dea l in all kinds of electronic s hardw are, software , periphera ls, compon ents, mater ials, used in connection with computer, electronics and elec t r ical industry.

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• (iii) To ca r ry on the busine s s of agents, traders, importers, dealers, value-adde dreselle rs, stoc kists, distributo rs, and /o r dealer s for hardware/softwa re packages/peripherals, electrical and electronic goods and in all kinds of computers and computer-based products and systems.

• (iv) To establish and run d a ta processing, computer aided design and DTP cen ters and provide r , render, introduc e all types of co nsultancy service s and training in the are as in cludi ng co mpute r sof tware and hardware, information technolog y, technical engineering, information management, financial, personnel, investment, m a rketing, pro duction , sa les , a c count ing , managerial mathemati cs, dat a processing, system analysis, machine services to individuals, firms, companies and any other form of organization.

• (v) To provide d a tabase services to individuals, firms, companies and any oth er form of organization in electronic, magnetic, magneto-optical, laser, paper and any other form .

• (vi) To carry on the busine s s of design, manufacturing and supply of produc ts relating to elec trical power sector, such as power generation, transmission and distri bution; to carry out service s such as installa tion, e rection, operation and mainten ance o f genera ting stations and su b-stations, t ransformers, transmission and distr ibution lines, manufacturing and installation of metering equipment, energy auditing and also any other solutions in the power sector.

• (vii) To ca r ry on the busine s s of design, manufacture and supply of equi pment relating to banking sector , such as, banking automation, automated teller ma chines (A TM), POS terminals, currency bundling m achines, f ake curre ncy detect ion machin es, other hardware and software related to solutions for the banking sector.

The directors of Sigma as on the date of this Scheme are as f ollows:

• ( i) Ms. Akila Chintalapati Ra ju

• ( ii) Mr. Upendar Mekala Reddy

• ( iii) Mr. Krishna Prasad Tumuluri

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• (iv ) Mr. Sanjay Puka lay

• (v) Mr. Cheemarla Damodar Re ddy

• (vi) Mr. Sunil Kumar Kalidi ndi

T he Bo ard o f Dire ctors a nd th e shar eholders of S igma, have approved, subjec t to the a pproval of Resp ected Re gional D irector, So uth-East Region, Ministry of Corp orate Aff airs, H yderabad, Telangana (RD, Hyderabad), the shi fting of th e Comp any ’ s registere d of f ice from the State of Telangana to the State of Tamil Nadu. Sigma has filed r equisite application s in respect of the same with the R D, Hy derabad and awaiting its Approval for the same.

1. Megasof t ( as defined hereinafter ) was incorporate d on 29 June, 1999 with RoC under the pro visions o f the Companies Act, 19 56 and now deemed to be incorporated under the Act. The C orporate I dentification Number of Megasoft is L24100TN1999PLC0427 30. The registe red off ice of M egaso ft is situ ated a t No. 85, Kutchery Road, Mylapore , Chennai, Tamil Nadu, India – 600 004. The equity shar es o f M egasoft are listed on the Stock Exchanges ( as defined hereinafter ). At present, Megasoft Limited focuses amongst other s in the A erospace and Defenc e Sec tor an d is in the p rocess of e valuating a few comp anies fo r Acquisitio n and intends to pro vide co rporate, technology, finance and leade rship / manag ement t o such compan ies. Its Equity shares are listed o n Nati onal Stock Exc hange of India Ltd. (“ N SE”) an d BSE Lim ited (“ B SE”) . The main objec ts of Megasoft are as fo llows:

2. (i) To carry on the business of manufacture, formulate, proce s s, develo p, re fine, imp ort, exp ort, wh olesale and/or r etail tra de of all kinds of pharmaceutica ls p roducts, m edicines, d rugs, medic ines, biolo gicals, neu traceutica ls , health care, ayur vedic and die tary supplem ent produc ts, medicina l preparatio ns, vaccine s, c hem icals, c hemical products and dry salters, also to eng age in b usin ess of h ealthcare , life scie nces, res earch an d develop ment, co ntract ma nufacturin g in India and/or abroad.

3. (ii) To carry on the busine s s of manufacture, produce, refine, process, formulat e, acquire , conve rt, sell, distribu te, im port, e xport o f, deal in either as principals or agents in organic a nd inorgani c chemic als, alkali s, acids, gases, petrochemic als,

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salts, electro-chemicals, chemical elements and compound pesticides, insecticides, explosiv es, light and heavy chemicals of any nature used or capable of being used in the pharmaceu tica ls, tex tile indus try, defens e chemic als , fertilize rs, petrochemicals and industrial chemicals and pesticides and insecticides, solvents of any mixtures derivatives and compounds thereof.

• (iii) To carry on the busine s s of manufacture including production and pro cessing and fabrication and assembling, repairing, alternation, buying, imp orting, marke ting, sel ling an d exp orting and oth erwise dealing in a ll type s of e lectron ic and/ or electrica l compon ents, spa re parts , products , equipm ent for all types of pro ducts for household / residential or for corporate / industrial purposes.

• (iv) To ca r ry on the business of manufacture/ assemble / deal/ supply / expor t/ import/design of aircraft, air lift for defence use; and aircraft modification, re pairs, mainten ance an d logistics support for military and civili an custo mers inc luding d esign a nd man ufactu re of ae rospa ce relat ed deta iled pa rts mad e of m etallic, com posite and hybr id source s, relate d a vionic s a nd grou nd contr ol system s including radars, communication systems for military including naval systems and civil applications.

• (v) To buy, sell, hold, invest, divest shares or any other financial investment instrument of any Company, either public or private, in India or abroad.

The directors of Megasoft as on the date of this Scheme are as follows:

• (i ) Mr. Anish Mathew

• ( ii) Ms. Leona Ambuja

• (ii i) Mr. Sunil Kumar Ka lidindi

• (iv) Mr. Kalyan Vijay Sivalen ka

• ( v) Mr. Suryanaray ana Raju Nandyala

• (vi ) Mr. Krishna Yeach uri

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C. RATIONALE FOR THE SCHEME

The proposed amalgamation would be in the best interest of the Parties and their respective sharehold ers, emplo yees, cre ditors an d other stakeholder s as the proposed amalgamation will yield advantages as set out inter alia below:

• (i) W hile Si gma p roposes to le verage its po sition as a recognized desig n, developmen t and manufacturin g house and an approved company in A erospace and Defence industry, to provide world-class products and services for national and international clients; Meg asoft has commenced focusing, amongst others, in t he Aero space and Defenc e Sec tor an d is in th e proc ess o f eval uating a fe w companies for a potential acquisition and intends to provide centralized cor porate, tec hnolo gy, f inanc e a nd leade rship / m anage ment su pport ser vices to suc h companies. Considering the objective of Megasoft to focus in the Aerospace and Defence sector, this amalgamation is being planned and the Scheme is ant icipated to generate synergistic benefits, with both companies gaining from their pooled resources, experience, and skills.

• ( ii) Combination of Sigm a and Megasoft is entirely complementary to, and enhances the value proposition of Megasoft.

• (iii) The amalgamation is based on leveraging the signifi cant complementarities that exist amongst Sigma and Megasoft. The amalgamation would create meaningful v alue for various stakeholders including respective sharehol ders, custo mers, e mplo yees, a s th e comb ined bu sines s w ould be nefit fr om incr eased sc ale, max imize resource utilization, improve manage ment, and reduction in costs and t he abili ty to drive synergies acro s s revenue o p portuni ties and operat ing efficiencies amongst others

• ( iv) The amalgamation is anticipated to generate synerg istic be nefit s, with b oth Sigma and Megasoft gaining from their pooled resources, experiences, and skills.

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For Megasoft:

For Megasoft:

• Ready access to D e fence Business & Technology thereby reducing gesta tion period of ente ring into the profitable and high growth defe n c e sector

• Acquiring a company with a well-established brand & track record with inhe rent experience and resources in the defence space

• A steady r e venue stream from operations would provide a be t ter market acc eptance. Also, an existing line of bu siness in the defe nce are a, wi ll prov ide M egasoft with fundamen tals req uired to go in for future acquisitions in the defence and Ae rospace sector .

• This acquisition, while bringing in operational revenues, also bringing in t he required pla tform to m ove fo rward with identifying niche technolo gical areas in the defen ce sector fo r fresh acquisitions towards diversification and growth.

For Sigma:

For Sigma:

• Sigma, while growing steadily, has not b e en able to take advantage of the boom in the d efenc e secto r. Throu gh this merge r Sigm a can l evera ge to re ach ne w mar kets including new geographies.

• The liquidity that Megasoft brings will su p port Sigma to access new tec hnology areas and talent pool that will enha nce it’ s R&D and manu facturing capabilities.

• This merger shall unlock the value for its sh areholder s.

• Sigma shall have access to a wider and experienced Leadershi p talent.

D. PARTS OF THE SCHEME

This Scheme is divided into the following parts:

• ( i) Part I , deals with the Def i n i tions, Interpretati on, D ate of ta king effec t of the Scheme and the Share Capital of Sigma and Megasoft;

• ( ii) Part II , deals with amalgamation of Sigma into and with Megasoft in accord ance with th e provisions of Sections 230-232 of the Act;

• (i ii) Part III , deals with amendment to the Memorand um of A s soc iati on of am algamated compa ny;

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• (iv) Part IV deals with the general terms and conditions that would be ap plicable to the Sc hem e.

PART – I

DEFINITIONS, INTERPRETATION, DATE OF TAKING EFFECT THE SCHEME AND SHARE CAPITAL

1. DEFINITIONS

In this Sch eme, u nless r epugna nt to th e mea ning or contex t thereo f, the fo l lowi ng ex pressions shall have the following mea ning:

• 1.1 "Act" sha l l mean the Companies Act, 2013 as amend ed f rom time to time, and shall includ e an y othe r st atutory re-enactment thereof, read with all surviving and a pplicab le pro visions of the Com panies A ct, 195 6 and shall include all ru les, re gulations, circulars, notifications, guidelin es ma de or issued in relation theret o, from time to time;

• 1.2 "Applicable Law(s)" sha l l mean any applicable law, statute, ordinan ce, n otifica tion, b ye law s, rule, regula tion, gu ideline, rule of com mon la w, code, d ire ctives, orders, instructions or policy having the force of law, of an y Governmental Authority or any other appropriate authority including any statutory modification or re-enactment thereof for the time being in force;

• 1.3 "Appointed Date" shall mean 01 April, 2024 or such other date as may be fixed or a pproved by the NCLT or such other competent authori ty;

• 1.4 "Board" in relation to the Companies, means their respec tive board of directors , an d un less i t is repug nant to the co ntext or o therwise, includes any committe e of direc tors or a ny p erson authorized by the board of directors or by such committee

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o f direc tors d uly con stitute d and a uthori zed fo r the m atters pertain ing to this Scheme or any other matter relating hereto;

• 1.5 “Business of Sigma” means providin g embed ded syste m solutio ns, offerin g a bl end of hardwa re and softwa re exp ertise i n micro processors, DSPs, VLSI, and re al-time systems; providing software solutio ns on various hardw are pla tforms - em bedded to co mputers, either with full-blown operating systems or without any o perating s ystem; pro viding des ign, devel opment, an d manufa cturing ser vices resulting in the delivery of optimal and cost-effective products and services to its este emed cu stomers i ncluding Defence R&D an d PSU/ D efence Services and private Industries;

• 1.6 “Companies” means co l lectively, Sigma and M egasoft;

• 1.7 "Effective Date" means the last of the dates on which the conditions and ma tters r eferred to in C lause 5 of Par t IV of the Scheme occu r or have been fulfi lled, obtained or waived, as applicable, in accordance with this Scheme;

References in this Scheme to “upon this Scheme becoming effective” or "coming into effect of this Scheme" or the “Scheme becoming effective” or “Scheme becomes effective” or "effectiveness of this Scheme" or likewise, shall me an and refer to the Effective Date;

• 1.8 "Eligible Member" shall mean each person whose name appears in the register of mem bers of Sigma and/ or whose name appears as the beneficial owner of Sigma Shar es in the record of depositories on the Record Date or to such of their h eirs, executors, administrators or the successors-in-title;

• 1.9 "Employee Benefit Funds" sha l l mean exis ting benefits including provident fund, gratuity fund, pension and superannuation fund, trusts, retirement fund or benefits and any other funds or benefits created for employees;

• 1 .10 “Encumbrance” means (i) any mortgage, charge (whethe r fixe d or floatin g), p ledge, l ien, hypo theca tion, ass ignment, deed o f trust, op tion, titl e retent ion,

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sec urity in terest o r other encumb rance o f any kind s ecuring, or co nferring any priority of payment in respect of, any obligation of any person, including any right granted by a transaction which, in legal terms, is not the granting of security but which h as an economic or financial effect similar to the granting of security under Applicable Law, or a contract to give or refrain from giving any of the foregoing, inc luding any res triction imposed under A pplicable Law or con tract on th e transferability of securities; (ii) any arrangement for exercising voting rights issued to any third party, power of attorney issued to any third party for transferring and/ or exercising any rights, voting trust agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any person but shall not include proxies issue d in terms of t he cha rter d ocuments of the co mpany; and (iii) an y adve rse claim as to title, possession or use; and “Encumber” sh all be construed accordingly;

• 1 .11 “Governmental Authority” or “Government Authorities” me ans : ( a) an y national, state, city, municipal, county or local government, governmental authority or political subdivis ion th ereof; (b) an y agenc y or instrumen tality o f any of the aut horities refer r ed to in cl ause (a) ; (c) any non-governme ntal reg ulator y or a dministrative auth ority, bod y or other organiz ation, to th e exte nt tha t the rules , regulations, standards, requirements, procedures or orders of such authority, body or other organiza tion h ave th e for ce of law; or (d) a ny co urt or tribun al ha ving jurisdiction and including, without limitation or prejudice to the generality of the foregoing, SEBI, the Reserve Bank of India, the NCLT and any Tax authority;

• 1 .12 "IT Act" shall mean the Income Tax Act, 1961, the rules and regulation s m ade the reunder and sha ll in clud e a ny statut ory mod ificat ion or re-en actm ent or amendments thereof for the time being in force;

• 1 .13 “Megasoft” or “Amalgamated Company” means Megasoft Limite d, a pub lic limited company, listed on the Stock Exchanges, incorporated under the prov isions of the Act and having its register ed o f f ice a t No . 85, Kutc hery Road, Mylapore , Ch ennai, Tamil Nadu, Indi a – 600 004.

• 1 .14 "Megasoft Shares" means fully paid-up equity shares of Megasoft, eac h having a face value of INR 10 (Rupees Ten Only) and having one vote per equity share

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• 1 .15 "NCLT" in relation to Sigma and Megasoft sha l l mean the jurisdic tional bench of the National Company Law Tribunal or such other forum or authority as may be vested with the relevant powers in relation to the Scheme under the Act;

• 1 .16 "Record Date" shall mean the date to be fixed by the Board of Megaso ft, a fter m utual agreement on the same between Megas oft an d Sigm a, fo r the purp ose o f determining the shareholders of Sigma to whom Megasoft Shares shall be allotted under this Scheme;

• 1.17

• 1 .18 “Person” shall mean any individual, entity, joint venture, company (in cluding a limited liability company), corporation, partnership (whether limited or unlimited), p roprie torship, trust or o ther ent erprise (wheth er incor porated or not) , H indu undi vided fa mily, union , associ ation of persons, governm ent (ce ntral, sta te or otherwise), or any agency, department, authority, or pol itical su bdivision thereof, and shall include their respecti ve suc cessors and i n case of a n ind ividual shall include his/her legal representatives, administr ators, exe cutors an d heirs and in case of a trust shall include the trustee or the trustees and the beneficiary or beneficiaries from time to tim e;

• 1 .19 “RoC” means the jurisdictional Registrar of Compa nies;

• 1.2 0 “ Scheme” or “the Scheme” or “this Scheme” me an s th is sch em e of am algamation pursuant to Sections 230-232 and other relevant provisions of the Ac t, with such mod ifications as may be m ade fr om ti me to t ime, w ith t he appropriate approvals and sanctions of the NCLT and other relevant Governmental Authority, as may be required under the Act and under all other Applicable Laws;

• 1 .21 "SEBI" means the Securities and Exchange Board of India established und er the Securities and Exchange Board of India Act, 1992;

• 1 .22 "SEBI Listing Regulations" means the SEBI (Listing Obligations and Dis closure Require ments) R egulations, 2015, and shal l include any statutory modification ,

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amendment, and re-enactment thereof for the time being in force or any act, regulati ons, rules, guidelines etc., that may replace such regulations;

• 1.23 "SEBI Scheme Circular" means Master Circular No. SEBI/HO/CFD/P OD- 2/P/CIR/2023/93 dated June 20, 2023 and shall include any statutory modification, ame ndme nt, an d re-e nactment thereof for the time being in fo rce or any a ct, regulations, rules, guidelines e tc., that may replace such regulations;

• 1 .24 "Share Exchange Ratio" shall have the meaning ascribed t o i t i n C lause 6.1 of Part II of the Scheme;

“Sigma” or “Amalgamating Company” means Sigma Advanced Systems Priva te Limited, a private limited company, incorporated under the provisions of the Companies Act, 1956 and having its registered office at Survey No.1/1, Plot No. 24/A, Hardwar e Park Srisailam Roadkancha Imarat, Raviryala V illage, Mahe sw a ram Mandal, T e langana, I ndia – 500 00 5.

• 1 .25 "Sigma Employees" shall mean a l l the employees of Sigma as on the Effec tive Date;

• 1 .26 "Sigma Shares" means fully paid-up equity shares of Sigma, each havi ng a face value of INR 10 (Rupees T e n Only) and having one vote per equity share ;

• 1 .27 "Stock Exchanges" means the BSE Limited and the National S tock Exchange of In dia Limited;

• 1 .28 "Tax" or "Taxes" means any and all taxes (direct or indirect), surcharges, fee s, le vies, duties, tariffs, impos ts an d othe r ch arges of an y kin d in each case in the nature of a tax, imposed by any Governmental Authority (whether payable directly or by withholding), including taxes based upon or measured by income, windfall or other prof its, gr oss r eceipts, property, sa les, severance, branch profits, customs d uties, excise , CEN V AT, tax dedu cted a t sour ce, ta x coll ected at sou rce, s elfasse ssment tax, adv ance tax , regul ar assess ment tax es, serv ice tax , goods and

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serv ices tax , stamp duty, tra nsfer ta x, value- added ta x, minim um alte rnate ta x, banking cash transaction tax, securities transaction tax, equalization levy, dividend distrib ution t ax/ div idend tax, bu y-back tax, ta xes w ithheld or pai d in a fo reign c ountry, c ustoms duty and re gistration fees (togeth er with any and all inte rest, pe nalties, additions to tax and a dditional amounts imposed with respect thereto ); and

• 1 .29 “Tax Laws” means the IT Act, Wealth Tax Act, 1957, Equalizatio n levy, Chapter VIII of Finance Act, 2016, Customs Act, 1962, Central Excise Act, 1944, Central Sales Tax Act, 1956, any other sta te Sales T ax / VA T laws, Ch apter V of Finance Ac t, 1 994, The Integrated Goods and Services Tax Act, 2017, The Central Goods a nd S ervice s Tax A ct, 20 17, Tam il N adu G oods and Servi ces Tax Act, 2017, Telang ana G oods and S ervices Tax Act, 2017 , and any other state G oods and S ervices Tax Act, 2017 , The Good s and Ser vices Tax (Com pensation to States) Act, 2017, stamp laws or oth er Applica ble La ws/ reg ulations, as a mended from time to time.

• 1 .30 "Trustee" shall have the meaning ascrib ed to it in Clau se 6.2 of Part II of t his S cheme .

2. INTERPRETATION

• 2.1 Terms and expressions which are used in thi s Sche me but not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the IT Act and other Applicable Laws, rule s, re gulations, byelaws, as the case may be, including any s tatutory m odification or re -e nactment thereof, from time to time. In p articular, wherever reference is made to the NCLT in this Scheme, th e re ference would include, if appropriate, reference to the NCLT or such other forum or authority, as may be vested with any of the powers of t he NCL T under the Act and/or rules made thereunder.j-

• 2.2 In this Scheme, unless the context otherwise requires :

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• a) the headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragra phs a re ins erted for e ase o f ref erence only and shall not f orm p art o f the opera tive provisions of this Scheme and shall not affect the construction or interpre t atio n o f thi s Scheme;

• b) references to one gender includes all genders;

• c) words in the singular shall include the plural and vice versa ;

• d) words “includ e ” and “including” are to b e construed without limitation;

• e) terms “hereof”, “herein”, “hereby”, “hereto” and derivative o r s imilar words shall refer to this entire Scheme or specified Clauses of this Scheme, as the case may be;

• f) a reference to “writing” or “wri t ten” includes printing, typing , lithog raphy and other means of reproducing words in a visible form including e-mail;

• g) reference to any agreement, contract, document o r arrangement or to any provision th ereof shall in clude r eferenc es to a ny suc h agree ment, contract , docum ent or a rrange ment as it may, a fter t he da te her eof, f rom ti me to time , be amend ed, supplemented or novated;

• h ) reference to the Rec ital or C lause shall be a reference to the Recital or Clause of th is Scheme; and

• i) references to any provisi on o f law or legisl ation or regulation sha l l include: (i ) such provis ion as from t ime to time amended, modified , re-enac ted or consolid ated (whet her bef ore or after the date of this Sc heme) to the extent such amendm ent, modification, re-enactment or consolidat ion appli es or is capable of applying to the transaction entered into under this Scheme and (to the extent liability there under may exist or ca n arise ) shall include any past statutory provisio n (as amende d, mod ified, r e-enacted or co nsolidated from time to time) w hich the provis ion refe rred to h as direc tly or indirectly replace d, ( i i) a l l subordinate legislatio ns ( inclu ding circul ars, not ific ations, clarifications or supplement(s) to, or

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replacement or amendment of, that law or legislat ion or regulation) made from time to time under that provision (whet her or not amende d, mo dified, re-enact ed or consolidated from time to time) and any retrospective amendment.

3. DATE OF TAKING EFFECT

• 3.1 The Scheme set out herein in its present form or with any mo dificatio n(s) appr oved or impose d or dire cted by N CL T or any other Gover nmental Authority shall be effective fr om the Appointed Date and shall be operative from the Effective Date.

4. SHARE CAPITAL

• 4.1 The share capital structure of the Companies as on 01 April, 2024 i s as set out belo w:

• ( i) Share capital structure of Sigma i s as under:

==> picture [396 x 190] intentionally omitted <==

----- Start of picture text -----

Particulars Amount (INR)
Authorized share capital
5,00,00,0 00 equity shares of INR 10/- ea ch 50,00,0 0,00 0
Total 50,00,00,000
-
Issued, subscribed and paid up share capital
3,24,27,1 09 equity shares of INR 10/- ea ch 32,42,71,090
Total 32,42,71,090
----- End of picture text -----

The a uthorized share capital and the issued/ subscrib ed/ paid-up share capital of Sigma has increased by IN R 45,00,00,000 and INR 29,47,91,900, respectively, to INR 5 0,00,00,000 and INR 32,42,71,090 with effect fro m September 20, 2024.

• ( i i) Share capital structure of Megasoft is a s under:

Particulars

Amount (INR)

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Authorized share capital 20,00,00,000 equity shares of INR 10/- each ~~Authorized share capital~~ 20,00,00,000 equity shares of INR 10/- each	Authorized share capital 20,00,00,000 equity shares of INR 10/- each ~~Authorized share capital~~ 20,00,00,000 equity shares of INR 10/- each	2,00,00,00,000 2,0 ,00,0 0
	Total ~~Total~~	2,00,00,00,000 2,00,00,00,000
Issued, subscribed and paid-up share capital 7,37,70,041 equityshares of INR 10/- each ~~Issued, subscribed and paid-up share capital~~ 7,37,70,041 equity h		73,77,00,410 73,77,00,410
	Total ~~Total~~	73,77,00,410 73,77,00,410

The equity shares of Megasoft are listed on Stock Exchanges.

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PART - II

AMALGAMATION OF SIGMA INTO AND WITH MEGASOFT

1. TRANSFER AND VESTING OF ASSETS, LIABILITIES, AND AMALGAMATING COMPANY INTO AND WITH THE AMALGAMATED COMPANY

• 1.1. With effect from the A p pointed Date and upon this Scheme becomin g effective, Sigma along with all its assets, liabilities, contracts, employees, licenses, records, a p provals, etc. be ing integral parts of Sigma shall stand transferred to and vested in or shall be deem ed to have been transferred to, vested in, and merged into the Megasoft, as a going concern, without any further act, instrument or deed, together with all i ts Bus iness, un dertaking pr operties, estate, assets, liabilities, rights, title, benefits interest and authorities ther ein, subject to the provis ions of this Scheme, in accordanc e w ith S ections 230 – 232 of the Ac t, the IT Act and Applicable Law , if any, in accordance w ith the provisions contained herein.

• 1 .2. Without prejudice to the generality of the above and to the extent applicable , unl ess otherwise stated herein, upon this Scheme becoming effective and with effect from the Appointed Date:

• (i) all assets of Sigma, that are mo vable i n natur e or incorpore al/intangible property or are otherwise capable of transfer by physical or constructive delivery and/ or by endorsement and delivery or by vesting and re cordal of what soever nature, includ ing pla nt and machi nery, equip ment, furniture and fixtures pursuant to this Schem e sh all s tand transferre d to and veste d in and/ or be deemed to be transfe rred to and vested in Megaso ft, wh erever located and shall become the pr opert y and a n inte gral p art of Mega soft, w ithou t requ iring a ny de ed or instrument of conveyance for transfer of the same. The vesting pursuant to this su b-clause shal l b e deem ed to hav e occu rred by physica l or constructiv e delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.

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(ii) a l l other movable properties of Sigma, inc luding investments in shares, mutual funds and any other securities, treasury bills, sundry debtors, actionable claims, earnest m onies, receivab les, bills , credits , outstan ding loa ns and ad vances, recov erable in cash or in kin d or for value to be received , ban k ba lances and deposits, with gov ernment, semi-governm ent, loca l and other authorities and bodies, customers and other Persons, whether or not held in the name of Sigma, shall without any further act, instrument or deed, be transferred or deemed to be transfer red an d beco me the prope rty of Megas oft, an d the same shall also be dee med t o have been transf erred by wa y of de livery of pos sessio n of th e respective docume nts in this regard with effect from the Appointed Date. It is hereby clarif ied tha t inve stments made by S igma a nd all the rights, title and interest of Sigma in any leasehold properties, shall, pursua nt to Section 23 2 of the Act and the provisions of this Schem e, w ithout any further act or deed, be transferred to and vested in and/or be deemed to have been transferred to and ves ted in M egas oft an d Meg asoft w il l be en title d to ente r into novatio n agreements, if it is so required;

( iii ) all immovable prop erties of S igma, including land together with the buildings and structures standing thereon and rights and interests in immovable properties of Sigma, whether freehold or leasehold or otherwise and all documents of ti tle, rights and easements in relation ther eto, shall be vested in and/or be deemed to have been vested in Megasoft, witho ut any furthe r act or deed done or being required to be done by Sigma and/ or Me gasoft. Megasoft shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations in relation to or applicable to such immovable properties. The relevant authorities sh all gran t a l l clearances / permi ssions re quire d for ena bling M egaso ft to ab solutely own an d e njoy the immov able pro pertie s i n accord ance wi th Appl icable Law. The mutati on or substitu tion o f the title to the immova ble prope rties sh all, upo n this S cheme becom ing eff ective, be mad e and d uly recorded in the name of Megasoft by the G overnmental A uthority pursuant to

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the sanction of this Scheme by NCLT and upon the Scheme becoming effective in accordance wi th the terms hereof;

(iv) for the avoidance of doubt and without prejudice to the generality of Clause (iii) abo ve, it is clar ified th at, wi th resp ect to the immova ble pr operti es of th e Mega soft in the nature of la nd and build ings, M egasoft and/ or Si gma sh all register the true copy of the order s of the Tribunal appr oving the Scheme with the offices of the relevant sub- registrar or similar registe ring authority having ju risdiction over t he locati on of such immovable property and shall also execute and registe r , as required, such other docume nts as may be n ecessary in t his regard . For the avoida nce o f dou bt, it is clarified that any docum ent e xecuted pursua nt to this Clause (ii) above will be fo r the limite d purp ose o f mee ting regulatory requirements and shall not be deemed to be a document under which the transfer of any property of Sigma takes place and the assets and liabilities of Sigma shall be transferred solely pursuant to and in terms of this Scheme and the order o f the NCLT sanctioning this Schem e;

• (v) the transfer and vesting of movable and immovable properties as stated above shall be subject to Encumbrances, if any, affecting the same;

• (vi) all Encumbrances, if any, existing prior to the Effective Date over the asset s of Sigma which secur e or relate to any l iability, shall, after the E ffective Date, without any further act, instrument or deed, continue to be related and attached to such assets or any part thereof to which they related or were attached prior to the Effective Date and as are transferred to Megasoft. Provided that if any assets o f Sigma have not been Encumbered in respect of the liab ilities, s uch asset s shall remain unencumbered and the existing Encumbrance referred to above shall not be ex ten ded to an d sha ll not operat e over such a s sets . Furth er, suc h Encumbrances shall not relate or attach to any of the other assets of Me gasoft. The secured credi tors of Megas oft an d/ or other holders of security over the properties of Megasoft, shall not be entitled to any additional security over the propert ies, asse ts, righ ts, bene fits and interes ts of Sigma and the refore, such assets which are not currently Encumbered shall remain free and available for creation of any security there on in futur e in relatio n to any curren t or future

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indebtedne ss of Megasoft. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the foregoing provisions of this Scheme;

(vii) all estate, assets, rights , title, claims , intere st, inv estmen ts and proper ties of Sigma as on the Appointed Date, whether or not inclu ded in the books of Sigm a, and a l l assets, rights, title, interest , inve stments and properties, of whatsoeve r na ture a nd wh ereve r situa te, w hich a re ac quired by S igma on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets and properties of Megasoft;

• (viii) all rights under the contracts, agreemen ts, licen ses, lea ses, me mora nda of understanding, memoranda of undertakings, memoran da of agr e ements , memoranda of agreed points, min utes of meetings, letters of agreed points, bids, tenders, expression of interest, le tters of intent, hire-purchase agreements, lease/ lic ense ag reem ents, e quip ment p urch ase agr eem ents, ag reem ent wi th customers, arrangeme nts, unde rtakings, whether written o r otherwi se, deeds , bonds, agreements , s chemes and other instruments to which Sigma is a pa rty , or to the benefit of which, Sigma may be eligible / enti tled, and w hich are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed continue in full force and effect on, against or in favo ur of Meg asoft and m ay b e enf orced as f ully a nd e ffectually as if, instead of Sigma, Meg asoft had been a party or beneficiary or obligor thereto . If Mega soft en ters i nto an d/ or i s sues and/o r exec utes d eeds, writin gs or confir mations or enters in to any tripartite a r rangem ents, con firma tions or novations, Sigma will, if nec essary , also be party t o such documents in order to give formal effect to the provisions of this Scheme, if so required. In relation to the same, any procedural requi r e ments required to be fulfilled solely by Sigma (and not by any of its success ors), shall be fulfilled by Megasof t as if it is the duly constituted attorney of Sigma;

(ix) any pe nding s uits/ ap peals, a ll lega l, taxat ion or other proceed ings inc luding befor e any st atuto ry or qu asi-ju dicial authority, court or tr ibunal or oth er pro ceedin gs of w hatsoe ver na ture re lating to Sigm a, wh ether by or a gainst

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Sigma, whether pending on the Appointed Date or which may be instituted any time in the future, shall not abate, be discont inued or i n an y wa y pre judicially affected by reason of th e ama lgamation of Sigma or of any thing contained in this Scheme, but the proceedings shall continue and any prosecution shall be enforced by or against Megasoft in the same manner and to the same extent as would or might have been continued, prosecuted and/ or enforced by or against Sigma, as if this Scheme had not been implemented;

(x) all the se curity in terest o ver any movea ble and /or immo vable p roperties and security in any other form (b oth present and future) including but not limited to any pledges, or guarantees, if any, created/exec uted by any person in favour of Sigm a or any other person actin g on behal f of or for the benefit of Sigma for securing the obligations of the persons to whom Sigma has advanced loans and granted other funde d and non-fun ded fi nancial assistance, by way of let ter of com fort or through other s imilar in strumen ts shall withou t any fu rther ac t, instrument or deed stand vested in and be deemed to be in favour of Megasoft and the benefit of such security shall be available to Megasoft as if such security was ab initio created in favour of Megasoft. The mutation or substitution of the charge in relation to the movable and immovable properties of Sigma shall, upon this Scheme beco ming effective, be made and duly re corded in t he nam e of Me gasoft b y t he appro priat e a utho rities an d th ird part ies (incl uding an y depository partic ipants) pursuant to the sa nction of this Sche me by the NCLT and upon the Scheme becoming effective in accordance with the terms hereof,

(xi) all debts, liabilities, contingent liabilities, debentures, duties, loans/ adva nces, mon ies bor rowe d, ind ebted nes s a nd obligati ons, sec ure d or unsecure d (in cluding r upee, for eign curr ency loa ns, under takings a nd obliga tions of Sigma) of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of Sigma shall be deemed to be the d ebts, l iabilities, contingent liabilities, d uties, and obligati ons of Megasoft, and Megasoft shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and a l l debts, duties, undertaking s, lia bilities

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and obligations incurre d or undertaken by Sigma after the Appointed Date and prio r to the E f fectiv e Da te, sh all al so be deem ed to hav e bee n rais ed, u sed, incurred or undertaken for and on behalf of Megasoft and, to the extent they are outstandi ng on the Effectiv e Da te, sh all, up on th e com ing i nto eff ect o f this Schem e, pur suant to the provis ions of Sect ions 2 30 to 232 of the Act, without any further act, instrument or deed shall stand transferred to and vested in or be deemed to have been transferred to and vested in Megasoft and shall become the debt, duties, undertak ings, liabili ties and obligations of Megasoft which shall meet, discharge and satisfy the same;

(x ii) all deben tures , bonds, notes or other securi ties o f Sigm a, if any, wheth er convertible into equity or otherwise, shall, without any further act, instrument or deed become the securities of Megasoft and all rights, powers, duties and obligations in relation thereto shall be and shall stand transferred to and vested in or d eemed to be tr ansferred to and vested in and shall be e xercised by or against Meg asoft as if it were Sigma. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by vir tue of w hich such debts, liabilities, duties and o bligatio ns ha ve ar isen in ord er to give effect to th e pro visions of t his Clause;

• (xiii ) Megaso ft shal l be entitled to o wn an d ope rate al l bank acco unts, re alize all monies and complete and enforce all pending contracts and transactions in the na me of Sigm a to the extent nece ssary until the tr ansfe r of t he rig hts a nd obligations of Sigma to M egasoft under the Scheme is fo rmally accepted and comp leted b y the p arties conce rned. F or av oidance of do ubt, i t is here by clari fied that all cheq ues and other negotiable instrumen ts, paym ent orde rs received and presented for encashment which are i n the name of Sigma after the Effective Date, shall be accepted by the bankers of Megasoft and credited to the ac count s of Me gasof t, if pre sente d by M egaso ft. Sim ilarly, t he ban ker of Meg asoft s hal l ho nour a ll cheq ues is sued by Sigm a for pa ymen t after t he Effective Da te;

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(x iv) all le t ters of intent, requests for proposal, pre-qualificati ons, bid accep tances, tenders, and other instruments of whatsoever nature to which Sigma is a party to or to the benefit of which Sigma may be eligib le, s hall remain in full force and effect against or in favour of Megasoft and may be enforced as fully and effectually as if, instead of Sigma, Megasoft had been a party or beneficiar y o r obligee thereto. Upon coming into effect of this Scheme, the past track record of Sigma shall be deemed to be the track record of Megasoft for all commercial and regulatory purposes;

• (xv) a l l brands, trademarks, trade names, service marks , copyr ights, logos, labels corp orate n ames, b rand na mes, d omain n ames, u nregistered trademarks all other Intellectual Property rights and all registrations, applications and renewals in connection there with, a nd sof tware and a ll webs ite co ntent ( including text, graphics, images, audio, video and dat a), trade secret s, confid ential b usiness info rmation other propriet ary info rmation and al l such o ther ind ustrial and in tellec tual p roperty rights of wh atsoever nature along with al l rig hts of comm ercial na ture inclu ding atta ched go odwil l , ti tle, inter est sha l l stan d tra nsferred to and vested in Megasoft;

• (x vi) a l l staff and Sigma Employees, who a r e in such employment as on the Effective Date, shall becom e an d deem ed to have beco me the staff and employe es of Megas oft, subj ect to the a pproval of Mega soft's B oard, an y applic able law s, regulations, or contractual provisions hereof without any break in their service and on the basis of continuity of service and, on same terms and conditions (and which are not less favorable than those) on which they are engaged by Sigma as on the Effective Date and without any interruption of service as a result of the amalgamatio n. For the purpose of payment of any compensation, gratuity and othe r ter mina l be nefi ts, th e uninte rrup ted p ast servi ces of suc h Sigma Employees with Sigma, shall also be taken into account and paid (as and when payable) by Megasoft.

• ( xvii) In so far as th e Empl oyee B enefit Fun ds creat ed by Sigma or in respect of which Sigma makes contributions, for Sigma Employees, all amounts standing to the credit of Si gma E mployees in such Employee Benefit Funds and investments

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made by such Employee Benefit Funds as existing on the Effective date shall be transferred to such Employee Benefit Funds nominated by Megasoft and/ or such new employee benefit funds to be established and caused to be recognized by appropriate Governmental Authority, by Megasoft.

• (xv iii) In relation to those Sigma Employees who are not covered under the provident fund trust of Sigma or who do not enjoy the benefit of any other provident fund trust, and for whom Sigma is making contributions to the government provident fund o r such other authorit ies und er Appli cable L aw, Meg asoft s hall st and subst ituted fo r Sigm a, upon the Scheme becoming effective for all purpo ses whatsoever , incl uding r elating to the obligatio n to make contributions to the said fund in ac cordance with the provisions Applicable Law or of such funds, bye laws, etc. in respect of such employees, such that all the rights, duties, powers and obligations of Sigma in relation to such provident fund trust shall become those of M egasoft.

• ( xix) Pending the transfer as af oresaid, the Employee Benefit Fund dues of Sigma Employees would be continued to be deposited in the existing Employee Benefit Funds of Sigma. It is clarified that upon transfer of the aforesaid funds to the respective funds of Megasoft, the existing trusts created for such funds by Sigma shall stand disso lved.

• (xx) Notwithsta nding the afo resaid, t he Boar d of Megasof t, if it deems fit and subject to Applicable Law, shall be entitled t o:

• a) r etain separate trusts or funds within Megasoft for the erstwhile fund( s) of Sig ma; or

• b) merge the pre-existing funds of Sigma with other s im ilar funds of Megasoft.

• (x xi) all registr ations, goodw ill and licen ses, ap pertaining to Sigma, if a ny, shall transferre d to and vested in M egasoft;

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• (xx ii) all Taxes (including but not limited to disputed tax dem ands, advance tax, tax d educted at source, self-assessment tax, minimum alternate tax, wit hholding tax , banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, goods and services tax, customs, duties, etc.), including any interest, p enalty , surcharge and cess if any , payable by or refundable to Sigma, including all or any refunds or claims shall be treated as the tax liability or refunds/ claims, as the case may be, of Megasoft, and any tax incentives , advantag es, privil eges, exem ptions, br ought for ward book losses, credits, holidays, remissions, reductions, subsidies, grants, special status, etc., as would have been available to Sigma, shall pursuant to this Scheme becoming effective, be available to Megasoft and Megasoft shall be entitled to cla im the c redit, r efund , adju stment for the same in accor danc e with th e Applicable laws. Without prejudice to the generality of the foregoing, in respect of u nutil ized in put tax c redi ts und er A ppl icable Law o f S igm a shall b e transferred to Megasoft in accordance with the Applicable laws;

• (xxiii) all approvals including approvals granted by the Government of India and other Governmental Authority , allotme nts, consents, concessions, clearances, credits, awa rds, sanctions, exemptio ns, subsidies , registration s, no-objectio n ce rtificates, pe rmits, qu ota s, rights, entitlemen ts, authori sat ion, pr equalifications, bid acceptances, tenders, (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions and certificates of every kind and descri ption w hatsoever in relation to Sigma, or to the benefit of wh ich Sigma may be eligible/ entitled, and which are subsi sting or ha ving effect immediately before the Effective D a te, shall be in full force and effect in favour o f Megaso ft and may be enforced as fully and effectually as if, instead of Sigma , M egasoft had be en a party or beneficiary or obligor thereto. It is hereby clarified that if the consent of a ny third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endors ement in the name of Megasoft pursuant to the sanction of this Sch eme by the NCL T, and upon this Schem e b ecoming effective in accordance with the terms hereof. For this purpose, Megasoft shall

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file appropriate applications/documents with relevant authorities concerned for information and record purposes;

• ( xxiv) benefits of any and all corporat e app rovals as may have already been taken by Sigma, whethe r being in the nature of compliance s or otherwise , includ ing without limitation approva ls unde r Secti ons 42, 62(1)( a), 180 , 185, 186, 188 etc., of the Ac t, read with the rules and regulations made thereunder, shall stand transferred to Megasoft and the said corporate approvals and compliances shall be deemed to have been taken/complied with by Megasoft; it being clarified that if an y such resolu tions h ave an y mon etary l imits a pprov ed subj ect to th e provisions of the Ac t and of any other ap plicable statutory provisions, then the said limits, as are considered necessary by the Board of Megasoft, shall be added to the limits, if any, under the like resolutions passed by Megasoft;

• ( xxv) all bank accounts operated or entitled to be operated by Sigma shall be deemed to have transferred and shall stand transferred to Megasoft and names of Sigma shall be substituted by the name of Megasoft in the bank ’ s records;

• ( xxvi) a l l the property, assets and liabilities of Sigma sha ll be tr ansferred to Megasoft at the close of business of the day immediately preceding the Appointed Date;

• (xxvii ) all the benefits under the various incentive schemes and polic ies t hat Sigma is entitl ed to, including tax c redits, m inimum alternate tax c redit, ta x deferr al, carry forward losses (including loss as per IT Act and as per books of accounts) and unabsorbe d dep reciation (including loss as per IT A ct a nd as per book s of acc ounts), e xemptions and b enefits (including sales tax and ser vice tax) , subsidies, tenancy rights, liberties, special status and other benefits or privileges entitled to or en joyed or c onferred upon or held or availed by Sigma and all rights or benefits that have accrued or which may accrue to Sigma, whether on, before or after the Appo i n ted Date, shall upon this Scheme becoming effective and with effect from the Appointed Date be transferred to and vest in Megasoft and all benefits, entitlements and incentives of any nature whatsoever, shall be claim ed b y Me gasoft and these shal l relate back to th e Appo inted Date as if

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Megasoft was originally entitled to all be nefits u nder s uch in centive schemes and/ or policies;

• (xxv iii) w here any of the debts, liabilities, duties and obligati ons inc urred before the Appo inted D ate by Sigma , deem ed to have been tr ansferred to M egasoft by virtue of this Scheme, have been discharged by Sigma a fter the Appointed Date and prior to the Effective Date, such discharge shall be de emed to have been for and on account of Megasoft;

• (x xix) without prejudice to the g enerality of the for egoing, all le ase a greements and leave and lice nse a greements, as the case may be, to which Sigma is a party, and having effect immediate ly befo re the Effective Date, shall remain in full force and effect on the te rms and c onditions contained the rein in fa vour o f or against Megas oft an d may be enforc ed ful ly an d effec tual l y as if , inste ad of S igma, M egasoft had been a p arty o r bene ficia ry or obl igee th eret o o r thereunder ; and the respectiv e less ees and the license es, as the case may be, shall continue to be in possession of the premises subject to the terms and conditions contained in the relevant lease agreements or leave and license agreements, as the case may be. Further, all the rights, ti tle, interest and claims of Sigma in any properties including leasehold/ licensed properti es of Sigma including but not limited to security deposits and advance or prepaid lease or license fee, shall, on the same terms and conditions, be transferred to and vested in or be deemed to hav e b een tran sfer red to and vested in Megasoft automatical ly witho ut requiremen t of any further act or deed. Megasoft shall continue to pay rent or lease or license fee as provided for unde r suc h a greements, and Megasoft shall continue to comply with the terms, conditions and covenants thereunder;

• (x xx) any liabilities, loans, adva nces and other obligations (including any guarantees, le t ters of credit, letters of comf ort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) , if any, due or which may at any time in future become due between Sigma and Megasoft shall, ipso facto, stand discharged and come to an end and there shall be no liability in that behalf on any party and the appropr iate e ffect shall be gi ven in the boo ks of accounts and records of Megasoft It is clarified that upon this Scheme becoming

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effectiv e the share holding of Megasoft, if any, in the paid-up share capi tal of Sigma shall stand cancelled and no consideration in respect of such shares shall be issued; and

• (xxxi) for th e avoi dance of do ubt an d with out p rejud ice to t he ge nerali ty of th e foregoing, it is clarified that upon the coming into effect of this Scheme and with ef f e c t from the Appointed Date, all consents, permissions, licenses, certifica tes, cleara nces, a uthorities, powers of attorney given by, issue d to or executed in favo ur of Sigma shall s tand tra nsferred to M egasoft, and M egasoft shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to Megasoft.

• 1 .3.The provisions of the Scheme have been drawn up to comply with the cond itions rela ting to “a malga mation” a s defin ed unde r Sectio n 2(1B) a nd othe r releva nt sections of the IT Act. If any terms or pro visions of Part I I of the Scheme are found to be or interpreted to be inconsiste nt w ith t he p rovisions of the said Section of the IT Act, at a later date including resulting from an amendment of law or for any other reason whatsoev er , the provis ions of the said section of the IT Act, shall prevail and Part I I of the Scheme shall stand modifie d to the extent determin ed nec essary to comply with Section 2(1B) of the IT Act. Such modification will, however , not affect the other parts of the Scheme.

• 1 .4.Sigma and/or Megasoft as the case may b e, sha ll, at any t ime af ter this Sche me becomin g effect ive in accorda nce wit h the provision s hereo f, if so required under App licable Law or ot herwise, do al l su ch ac ts or things as m ay b e nece ssary to tra nsfer/o btain the approva ls, consents, exemptions , registration s, no-object ion certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by Sigma . I t is here by clarified that if the consent of any third party or Governmental Authority , if any , is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall make and duly record the nec essary s ubstitutio n/endorsement in the name of Megas oft purs uant to the sanction of this Sche me by the NCL T, and upon this Scheme be coming effective in accordance with the provisions of the Act and with the terms hereof. For thi s purpose, Mega soft shall file appropriate applicatio ns/docume nts with rele vant authori ties

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concerned for information and record purposes.

• 1 .5.Megasoft shall, under t h e provision s of this Scheme, be deemed to be authorised to execut e any such writin gs on beha lf of Sigma and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

• 1 .6. Without prejudice to the other provisions of the Scheme and notwithsta nding the vesting o f Si gma into Megasoft by virtue of Part I I of the Scheme itself, Megasoft may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Applicable Law or otherwise, execute deeds (includ ing de eds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement in relation to which Sigma has been a party, including any filing s with the re gulato ry au thorities in order to give form al effe ct to th e abo ve p rovisions and to c arry o ut or perfor m all such formali ties or comp liances referred to ab ove on the part of Sigma. Megasoft will, if necessary, also be a party to the abo ve.

2. CONTRACTS, DEEDS AND OTHER INSTRUMENTS

• 2.1. Subjec t to the other provisions of the Scheme, a l l contracts, deeds, bonds, agree ments, sche mes, arrangements and other instruments, permits, rights, entitlements, including a ll leases, licenses and other assurances to which Sigma is a party or to the benefits of which Sigma may be eligible and which are s ubsisting or having effect immediately on or before the Effective Date, in cluding th ose rela ting to tenancies , privileg es, powe rs, pledg e, f acilit ies of e very k ind an d desc riptio n of w hatsoe ver na ture in relatio n to Si gma, a greements with service provide rs or contrac tors fo r supp ly of manpow er or contrac t labour, shall be and remain in full force and effe ct on , a gainst or in favour of Megasoft an d m ay be enforced as fully and effectually as if, instead of Sigma, Megasoft had been a party or beneficiary or obligor there to.

• 2.2. Without prejudice to the other provisions of this Scheme and notwithsta nding the fact th at v esting of the undertaking occurs by virtue of this Scheme itse lf, M egasoft may, at a ny t ime after the c oming into effect of this Scheme in accordance with the provisions h ereof, if so requ ired u nder any la w or other wise, take s uch a ctions and execute such d eeds (i ncludi ng deed s of adher ence), c onfirm ations o r other w riting s or tripar tite

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arrangements with any party to any contract or arrangement to which Sigma is a party or any writings as may be necessary in order to give formal effect to the provisions of the Scheme. Megasoft shall, under the provisions of this Scheme, be deemed to be authorised to e xecu te any such writ ings o n beh alf o f Sigm a to carry out o r per form all su ch for malities or compliances referred to above, to be carried out or performed .

• 2.3. For removal of doubts, it is expre s sly made clear that the dissolution of Sigm a w ithout the process of winding up as contemplated hereinafter, shall not, except to the extent set out in the Scheme, affect the previous operation of any contract, agreement, deed or any other instrument or beneficial interest to which Sigma is party thereto and shall not affect any right, privilege, obligations or liability acquired, or deemed to be acquired prior to Appointed Date and all such references in such agreements, contracts and instruments to Sigma shall be construed as reference only to Megasoft with effect from the Appointed D ate.

3. TREATMENT OF TAXES

• 3.1. Any tax liabilities under Tax Laws upon the Scheme becoming effecti ve a nd f rom the Appointe d Da te, bec ome p ayable by o r on behalf of Sigma, shall, for all purposes, be tre ated as T axes, cess, duties and liabilities, a s the case may be, payable by Megasoft.

• 3.2. All Taxes paid or payable by Sigma under any Tax Laws for the time be ing in force in respect of the operations and/ or the profits of the business on and from the Appointed D ate, shall be on account of Megasoft and, in so far as it relates to the tax payment, by Sig ma in respect of the profits or activities or operation of t he business on and from the Ap pointed Date, the s ame s hal l be deem ed to b e the corres pondi ng item paid by Megasoft, and, shall, in all proceedings, be dealt with accordingly.

• 3.3. Upon the Scheme becoming effective :

• a) To the exten t requ ired, S igma and M egasoft shall be pe rmitted to re vise t heir fina ncial st atements as al so revis e and file the ir respe ctive in come tax retu rns (including for the purpose of re-computing minimum alternative tax, and claiming o ther ta x benef its), w ithholdin g tax returns (includ ing Tax d educted at so urce

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certificates), returns for tax collected at source, sales tax, VAT, service tax, central sales tax, entry tax, goods and services tax returns and any other tax returns and to claim refunds and/or credits for taxes paid (including tax on book profits, minimum alternative tax credit and foreign tax credit), and to claim tax benefits etc. and for matters incidental the reto, if required to give effect to the provisions of the Scheme notwith standing that th e period of filing/revisin g such returns/ forms may h ave lapsed and period to claim refund/credit also elapsed upon this Scheme becoming effe ctive: and

• b) Mega soft s hall b e en titled to: (i) claim ded uction with respec t to items such as provisions, expenses, etc. disallowed in earlier years in the hands of Sigma, which may be allowable in accordan ce w ith th e pro visions of the I T Act on or after the Appointed Date: and (ii) exclude items such as provisions, reversals, etc. for which n o ded uction or Tax bene fit ha s bee n cla imed by S igma prior to th e Appo inted Date.

3. 4. Upon the Scheme becoming e f fective , notwith stan ding any thing to the contra ry c ontained in the pro visions of thi s Sche me, ca rry for ward t ax los ses, una bsorbed tax d epreciation, minimum alter nate tax credit, if any , of Sigma as on the Appointed Date , s hall, f or all purpo ses, be treate d as tax losses, unabsorbe d tax deprec iation, minimum alte rnate tax cr edit o f Meg asoft. It is further clarif ied th at any book losses and/ or unabsorbed depreciation of Sigma as specified in their respective books of accounts shall be included as book losses and/or unabsorbed depreciation of Megasoft for the purposes of computation of minimum alternate tax.

• 3.5 . Upon the Scheme becoming e f fective, Mega soft sh all be entitle d to claim refund s (including refunds or claims pending with the Tax authorities) or credits, with respect to Taxes paid by, for, or on behalf of, Sigma under Applicable Law (inc luding T ax law s). Any refund under the IT Act or any other Tax laws related to or due to Sigma, including those for which no credit is tak en as on the date immediately prece ding th e Effec tive Date, shall also belong to and be received by Megasoft.

• 3.6 . Upon the Scheme becoming e f fect ive an d from the Appointed Date , a l l un-avail ed c redits, exemptio ns, tax holida ys and other statutor y bene fits, in cluding in res pect o

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income Tax, CE NV AT , cu stoms, V AT, sales Tax, service tax, entry Tax and g oods and ser vice T ax entitled to/enjoyed/availed by Sigma sha l l stand transferred to and vested in or deemed to be transferred to and vested in M egasoft and b e ent itled to /enjoyed/ availed/ utilized by Megasoft on and from the Appointed Date in the same manner as would have been entitled to/enjoyed/ availed/ utilized by M egasoft before i mplementatio n of this S cheme .

• 3.7. All Tax a s se s sment proc e edings and appeals of whatsoever nature by or against Sig ma, p ending or arising as a t the Effecti ve Da te, sh all be cont inued and/or enforce d by or against Megasoft in the same manner and to the same extent as would or might have been c ontinued and e nforced by or against Sigma. Furthe r , the aforementio ned proc eedings shall neither abate or be discontinued nor be in any way prejudicially affected by reason of the amalgamation of Sigma with Megasoft or anything contained in this Scheme.

• 3.8. Without prejudice to the generality of the above, a l l benefits, ince ntives, claims, losses , c redits (inclu ding i ncome Tax, se rvice Tax , exc ise du ty, good s and servic e Tax and applicable state V AT) to which Sigma is entitled to in terms of applicable Tax laws, shall be available to and vest in Megasoft from the Effective Date.

• 3.9 . All the expenses incu r red by Sigma and Megasoft in relati on to the amal gamation of Sigma with Megasoft in accordance with this Scheme, including stamp du ty expens es, if a ny , shall be allowed as deduct ion to M egasoft in accordance with section 35DD of the I T Act over a period of five (5) years beginnin g wi th th e fina ncial year in which this Sc heme becomes effective or as may be amended from time to time.

4. CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE

• 4.1. Sigma and Megasoft have agreed that during the period betw een the a pproval of the Scheme by the respectiv e Boar d of Sigma and Megasoft and up to the Effective Date, the busin ess of Sigma and M egasoft shall be carr ied out with reasona ble dili gence and business prudence in the ordinary course consistent with past practice, in good faith and in accord ance with Applicable Law .

• 4.2. Except by mutual consent of the Board of Si gma and Megasoft, or except as specifically conte mplated in this Scheme (including Part II of this Scheme), pending sanction of this

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Scheme, Sigma and/or Megasoft shall not make any change in their c apital s tructures either by w ay o f any incre ase (b y iss ue of equit y sha res, bon us shares , sub-d ivisi on or consolidation, or otherwise), decrease, reduction, reclassification, re-organis ation or in any ot her ma nner, w hich w ould h ave th e e ffec t o f re-org anis ation o f capi tal of suc h co mpany( ie s) or oth erwis e acqu ire or d ispose off any materi al asse ts, prop ertie s or investmen ts.

• 4.3. With effect from the Appointed Date and up to and including the E f fective Date :

• ( a) Sigma undertakes to ca r ry on and sha l l be deemed to have carried on its bus iness activities and stand possessed and shall be deemed to have held and stood possessed of th e properties, assets, rights, title, interest, authorities, contracts and investm ents pertaining to Sigma , for and on account of and in trust for Megasoft;

• (b ) Sigma hereby undertake s to hold its said a s sets with utmost prud ence in th e ordinary course of business until the Effective Date;

• ( c) a l l profits and income accruing to Sigma, and losses and expenditure incurred by it (incl uding T axes, if any, accruing or paid in re l a tion to any profits or income), for the period from the Appointed Date based on the accounts of Sigma shall, subject to the Schem e b eing effective, for all purposes, be treated as the profits, income , losses or expenditure, as the case may be, of Megasoft;

• (d) all debts, liabilities, loans raised and used, liab i l i ties and obligations incurr ed, d uties and o bliga tions as on the cl ose o f busi ness o n the date prece ding t he Appoin ted D ate, whether or not pr ovided in the boo ks of Sigm a wh ich ar ise or accrue to Sigm a on or after the Appointed Date, shall be deemed to be of Megasoft;

• (e) all assets and properties comprised in Sigma as on the date immediately pr eceding the Appointed Date, whether or not included in the books of Sigma and all assets a nd pr opertie s rela ting th ereto, which are a cquired by S igma, on or after the Appointed Date, shall be deemed to be the assets and properties of Megasoft; and

• (f) any of the rights, powers, authoritie s, privi leges e xercis ed by Sigma shall b e

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d eemed to have been exerc ised by S igma for and o n be half of, a nd i n trus t for Megasoft. Similarly , any of the obligations, duties and commitments that have been undertaken or discharged by Sigma shall be deemed to have been undertaken for and on behalf of Me gasoft.

• 4.4. With effect from the Effective Date, Megasoft sha l l carry on and shall be au thorised to carry on the Business of Sigma.

• 4.5. For the purpose of giving e f fect to the order passed under Sections 2 30 – 232 and other a pplicable provisions of the Act in respe ct of this Scheme by NCLT , M egasoft shal l , at a ny ti me, p ursuant to the order on this S cheme, be entitled to get the recordal of the change in the legal right(s) upon the transfer of Sigma, in accordance with the provisions of Sections 230 – 232 of the Act. Megasoft is and sha ll a lways be deemed to have been auth orised to exec ute any pleadi ngs, ap plications, forms etc., as ma y be re quired to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme, pursuant to the sanction of this Scheme by NCLT.

• 4.6. Megas oft sh all be entit led, p end ing th e san ction of the Sche me, t o app ly to th e Government al Authority and all other agencies, departments and authorities concerned as are necessary under Ap plicable Law for such consents, approvals and sanctions which Megasoft may require to carry on the Business of Sigma.

• 4.7. Upon this Scheme becoming effective, Megasoft, unconditiona lly and i r revoca bly, agrees and undertakes to pay , dischar ge and satisfy all liabilities and obligations of Sigma wi th effect from the Appointed Date, in order to give effect to t he foregoing provisions.

• 8. The transfer and vesting of the a ssets , liabili ties an d oblig ations of Sigm a and t he contin uance of the proceedings by or against Megasoft shall not affect any transac tion or proceedings a l re ady completed by Sigma on or before the Appointed Date, to the end and inte nt th at M egasoft accepts all acts, deeds and things done and execute d by and / or on beh alf of Si gma as a cts, deeds and things made, done and execut ed b y and on beh alf o f Me gasoft.

5. SAVING OF CONCLUDED TRANSACTIONS

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• 5.1. The transfer of assets and liabilities to, and the continuance of proceedings by or against, M egas oft as envi saged in P art I I of thi s Sch eme s hall not af fect a ny tra nsacti on or p roceedings alre ady c oncluded by Sigma on or b efore the A ppointed Date (subje ct to th e ter ms o f any agre ement with Megasoft) to the end and intent that Megasoft accepts a nd adopts all acts, deeds and things done an d e xecuted by Sigma in respect thereto as do ne and executed on behalf of Megasoft .

6. ISSUANCE OF MEGASOFT SHARES

• 6.1. Upon effectivene s s of this Scheme and in consideration of the amalga mation of Sigma into and with M egasoft pursuant to t his Sch eme, M egasoft shall, without any fu rther application, act or deed, issue and allot to the Eligible Member on the Record Date, (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognised by the Board of Megasoft), except where the Sigma Shares are held by Megasoft, if any, 316 M egasoft Shares, credited as fully p aid-up, for every 100 Sigma Shares each fully paid-up held by such Eligible Member ( “ Share Exchange Ratio ”). The Share Exchan ge R atio is finali zed pu rsuan t to th e “Report on Fair Share Swap Ratio in relation to the Proposed Scheme of Amal gamation issued by BDO Valuation Advisory LLP and a fairness opinion issued by Sumedha Fiscal Services Limited, Category I Merchant Banker, registered with SEBI.

The shareholdin g of Megas oft, if any, in the paid-up share capital of Sigma shall stand cancelled and no consideration in respect of such shares shall be issued.

• 6.2. If the proportion of Megasoft Shares is a fraction in respect of any Eligible Member, then Mega soft Sha res sha ll not issue fractional shares to such El igible M embers but s hall co nsolidate al l s uch fr actions and is sue co nsolidated equity shares to a trus tee of Meg asoft ( “ Trustee ”), who sha l l hold such equity shares, w ith all additions or accretions theret o, in trust for the b enefit of t he Eli gible M embers to whom they belong for the specific purpose of selling such equity shares in the market at such price or prices and at such ti me or times as the Trustee may , in its sole discretion, decide, but in any case within a period of 90 (ninety) days from the date of allotment of Megasoft Shares, and distribute the net sale p roceeds (after d eduction of th e expen ses inc urred a nd app licable in come

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tax) ( “ Net Proceeds ”) to the Eligible Members in the same proportio n of their fractional entitlements. Any fractional entitlements from the Net Proceeds shall be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of a ll the Megasoft Shares pertaining to the fractional entitlements.

• 6.3. Megasoft Shares to be i s sued and a l lo t ted by Megasoft in terms of Part II of th e Scheme sha ll be subjec t to t he pro visions of th e mem orandum and article s of associati on of Megasof t and shall rank pari passu in all respect s with all other existin g eq uity s hares issued by Megasoft after the Effective Date including in respect of dividend, if any, that may be declared by Megasoft on or after the Effective Date.

• 6.4. In the event of there being any pending share transfers, whether lodged or outstandi ng, of any member of Si gma, t he Boa rd of Megaso ft shall be empower ed in appropr iate cases, prior to or even subsequent to the Record Date, as the case may be, to effectuate such a transfer as if such changes in registered holder were operative as on the Record D ate, in or der to rem ove a ny di f f iculties arising to the Am algamating of the shares in Si gma and in relation to Megasoft Shares issu ed by Megasoft, after the effectiveness of the Scheme. The Board of Megasoft shall be empowered to remove such difficulties as may arise in the cours e of impleme ntation of th is Sche me an d reg istration of ne w shareholders in Megasoft on account of difficulties faced in the transition period.

6. 5. The i s sue and allotment of Megasoft Shares by Megaso ft to Eligible Mem bers a s p rovided in this Scheme is an in tegral part thereof and shall be deemed to have been c arried out as if the proced ure la id do wn u nder S ection 62 and a ny ot her ap plicable pr ovisions of the Act were duly complied with.

• 6.6. Where Megasoft Shares are to be allo t ted to heirs, executors or adminis trators o r , as the case may be, to successors of deceased equity shareholders of S igma, th e concerned heirs, exec utors, a dministrators or successors shal l be obl iged to produce eviden ce of t itle satisfactory to the Board of Megasoft.

• 6.7. Promptly upon the i s suance of Megasoft Sha res pursuant to Clau se 6 of Par t I I of the Sche me, Me gasoft s hal l pre pare an d f ile app licati ons, alo ng with al l suppo rting d ocuments, to obtain approval from SEBI and the Stock Exchang es, fo r listin g of suc h

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M egasoft Shares. Immedi ately u pon re ceipt o f such appro val, M egasoft shal l t ake all necessary steps to obtain trading approval for Megasoft Shares. Megasoft shall e nsure that steps for listing of Megasoft Shares are completed and trading of Megasoft Shares are completed and trading of Megasoft Shares commences within the period prescribed under the SEBI Scheme Circular. Megasoft Shares allotted pursuant to this Scheme shall re main fr ozen in th e depos itor ies syst em till rel evan t d irec tions in re latio n t o listing/trading are given by the relevant Stock Exchanges.

• 6.8. Th e re shall be no change in the share holding pa t tern or control of Megaso ft between the Record Date and the date of listing of Megasoft Shares which may affect the status of the Stock Exchanges approval.

• 6.9. If any consolidation, stock split, sub division, reorganization, reclas sification or other similar action in relation to the share capital of Sigma or Megasoft, that occurs after the date of approval of the Sche me by the Board of Sigma a nd the Board of Megasoft, and o n or befor e th e Effec tive D ate, the Sh are Exchange Ratio shall be subject to equitable adjustments by the Board of the relevant company to reflect such corporate action in such a manner as the relevant company's auditors may determine to be appropriate to reflect such corporate action.

• 6.10. Megasoft Shares shall be issued in dematerialized form to all Eligible Members holding Sigm a Sha res, in accor dance w ith the Applicab le Law s. Prior to the Record Date, the sh areholders of Sigma, who h old sha res in phy sica l fo rm, sha ll prov ide suc h con firmation, information and details as may be required, r el a ting to his/ her/ its account w ith a dep ository participant, to the Megasoft to enable it to issue the Megasoft Shares in demateriali sed form.

• 6.11. Upon this Scheme becoming effectiv e and upon M egasoft Shares being allotted and issued by it to the Eligible Member s, the Sigm a S hares, both in electronic form and in t he ph ysical form, as t he cas e may be, shall be deemed to have been automatic ally ca ncelled and be of no effect on and from the Record Date.

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• 6.12. Megasof t Sha res to be issued by Megas oft to the Eligible Me mbers as p er Cl ause 6 of Part I I of the Schem e, the a l lot ment or tra nsfer of w hich i s held in abeyan ce un der Ap plicable Law shal l , p ending al l otment or set t lement of dispute by or der of th e appropria te c ourt or otherwise, also be kept in abeyance in like manner by Megasoft.

• 6.1 3. Mega soft S hares to be iss ued by M egasoft in lieu of th e Sig ma S hares held in t he unclaimed suspense accou nt of Sigma shall be issued to a new unclaimed suspense account created for shareholders of Sigma. The shares to be issued by Megasoft in lieu of the shares of Sigma held in the in vestor education and protection fund authority shall be issued to inv estor e ducation and p rotection fund authority in fa vour of s uch sha rehol ders of Megasoft.

• 6.14. Elig ible Mem bers, as against their equity shares in Sigma, shall receive the equity shares of Megasoft in Share Exchange Ratio and shall not receive cash or other consideration.

7. ACCOUNTING TREATMENT IN THE BOOKS OF MEGASOFT

• 7.1. The amalgamation wi l l be recorded in the financial statements in accord ance with the "p ooling of interest ” method as outlined i n Indian Accounting Standard (“ IndAS ” ) 103, whic h pertains to Business Combinations. This standard has been notified under section 1 33 o f the Act, in conjunction with par agraph 3 of Th e Co mpanies (Indian Accounting S tandard) Rules, 2015.

• 7.2. Megasoft shall record the reserves of Sigma in the same form and at the sa me values as they app ear i n the fina ncial statem ents of Si gma at th e clos e of busin ess o f the day immediately preceding the Ap pointed Date. The balances in the Profit and Loss Account of Sigma shall be similarly aggrega ted w ith th e bala nces in P rofit and L oss Accoun t of Megasoft.

• 7.3 . Megaso ft shal l reco rd the assets and liabiliti es of Sigma trans ferred and v ested to Megasoft at their respective book values.

• 7.4. Megasoft shall credi t to its share capital in its books of account, the aggrega te face value o f the equ ity sh ares issued to t he El igible Members pursu ant t o this Sch eme. Further,

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M egaso ft shall credit to its securitie s premi um acc ount, th e aggr egate p remium on s ecurities issued by it pu rsuant to Cl ause 6 .1 of the Scheme . The securitie s pre mium ac count recorded by Megasoft shall be applied as per the provisions of Section 52 of the Act.

• 7.5. The surplus or deficit, if any, arising as a result of amalgamation of Sigma into and with M egasoft should be adjusted to the capital reserve acc ount in the financial statements of Megasoft, as per the provisions of IndAS 103.

• 7.6. For a better disclosure in the financial statements from a shareholder perspe ctive, the s ecuriti es prem ium gen erated p ursuant to this S cheme v is-à-vi s the capi tal rese rve account created as a result of any surplus/ deficit along with the other reserves (other than fre e reserves) shall be netted-off in the financial statements of Megasoft and only the net a moun t/ exc ess sh all be recor ded as eithe r posi tive o r a ne gative ‘Ca pital R eserv e’ ba lance.

• 7.7. All inter – corporate investments, deposits, loans and advances, outs tanding balances o r o ther o bligations between Sigma and Megasoft shall be cancelled and there shall be no obligation/ outstanding in that behalf.

• 7.8. In case of any difference in a c counting policies of Sigma an d M egasoft, the impac t of the same, till the Appointed Date will be quantified and the same shall be appropriately a djusted and re ported i n accor dance w ith app licable accounti ng rules and p rinciples followed b y Megaso ft so as to ensure that the financial statement of the Megasoft reflects th e financial position on the basis of consistent accounting policy.

• 7.9. The a p proval of this Scheme by the shareholders of Megasoft shall be dee med to have the approval for the purpose of effecting the capital re du c tion (in the form of adjustment o f re serves) in Megasoft under section 66 of the Act and other applica ble provisions of the Act and no further resolution s wo uld be req uired to be sepa rately passed in this re gard .

8. DISSOLUTION

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U pon t he co ming into e f f ect of the Sche me, S igma shall stand dissolved without being wound up, without any further act, instrument or deed.

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PART – III

AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF

AMALGAMATED COMPANY

1. CHANGE IN NAME OF THE AMALGAMATED COMPANY

• 1.1. Upon the coming into effect of the Scheme, the name of the Amalgamated Com pany shall automatically stand changed without any further act, instrument or deed on the par t o f M egasoft Limited to ‘Sigm a Advan ced Systems Limited ’ or suc h other name as may be approved by the RoC.

2. CONSOLIDATION OF THE AUTHORISED SHARE CAPITAL OF SIGMA WITH THE AUTHORISED CAPITAL OF MEGASOFT

• 2.1. Upon Part II of this Scheme becoming e f fective prior to the issu ance of and allotment of Megasoft Shares under Clause 6 of Part I I above, the authorized share capital of Sigma, shal l be deemed to be a dded to the author ized sh are c apital of Me gasoft without any requirement of a further act or deed on the part of Megasoft (including payment of stamp duty and/ or fees payable to the relevant RoC), such that upon the effectiveness of Part I I of the Scheme, the authorized share capital of Megasoft shall be INR 250,00,00,000/(Ru pees Two H undred and Fif ty Crore s only) comprisin g of 25,00,00,00 0 (Rupe es Twenty Five Crores only) equity shares of INR 10/- (Rupees Ten only) each without any fu rther act, deed, resolution or writing.

3. AMENDMENT OF THE MEMORANDUM OF ASSOCIATION OF MEGASOFT

• 3.1 Pu rsuant to th e cha nge in name and conso lidation and i ncrease of authorized capital as stated above, the memorandum of association of Megasoft (relatin g to the name of the company and th e authoriz ed share capital) shall, without any requirement of a further act, instrume nt or deed, be and stand altered, modified and amended, such that Clause I. and Clau se V. of the memorandum of association sh all be replaced by the following:

• “I. The name of the Company is “SIGMA ADVANCED SYSTEMS LIMITED”.

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…

• “V. INR 250,00,00,000/- (Rupees Two Hundred and Fifty Crores only) comprising of 25,00,00,000 (Rupees Twenty Five Crores only) equity shares of INR 10/- (Rupees Ten only) each with such rights, privileges and conditions attached thereto as may be determined by the Company from time to time in accordance with the Articles of Association of the Company. The Company has and shall always have the power to divide, sub-divide or consolidate the shares for time being of the Company into several classes and to attach thereto preferential, qualified or special rights, privileges or conditions as may be determined by the Company or in accordance with Articles of Association of the Company and to fix, vary, modify or abrogate any such rights, privileges or conditions attached to the shares in such manner as may from time to time being provided in the regulations of the company.”

• 3.2 It is clar i fied tha t the consent of the shareholders of Megasoft to this Schem e s hall be deemed to be sufficient for th e purpos es of effecting the aforementioned amendm ents, change in name of the Amalgamated Company and the increase of authorized capital of Mega soft, and n o furth er res olution(s) under Sections 4, 13 and 61 an d all o ther app licable provisions of the Act, if any , would be requir ed to be separately passed.

• 3.3 I n acc ordance with Section 232(3) (i) of the Act and A pplicable Law, the stamp duties and/ or fees (including registrati on fee ) paid on the authorized share capital of Sigma shall be utilized and applied to the increased authorized share capital of Megasoft and no stamp duties a nd/ or fees would be payable for the increase in th e authori zed share capital of Me gasoft to the extent of the authorized share capital of Sigma.

• 3.4 U pon th e Sch eme be coming effective, the issued, subscribed and paid-up share capital of Megasoft shall stand suitably increased consequent upon the issuance of new equity sha res in accordance with the Scheme.

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PART IV

GENERAL TERMS AND CONDITIONS

The provisions of this Part shall be applicable to Part II and III of the Scheme

1. SEQUENCE OF EVENTS

U pon the san ction of this Schem e and upon this Scheme becom ing e ffectiv e, the fo l lowing shall be dee med to have occurred and become effect ive and operative only in th e sequence and in the order se t out below:

• 1.1. filing of certified copies of the order(s) of the NCLT with the RoC by each of Sigma and Mega soft pu rsuant to whi ch ama lgamation of S igma i nto and w ith Me gaso ft in ac cordance with Part II of this Scheme shall become effective;

• 1 .2. transfer of the authorised share capital of Sigma to Megasoft and conseque n t ial increase in the authorised share capital of Megasoft in accordance with Part III of this Schem e;

• 1.3. issue and allotment of Megasoft Shares to the Eligible Mem ber in accordance with Pa rt I I of this Scheme;

• 1.4. dis solution of Sigma without winding up;

2. INTERPRETATION

• 2.1 . If any terms or provisions of this Scheme are found to be or interpre ted to be inconsistent wit h any prov isions of Ap plicable Law at a lat er da te, wh ether as a resul t of a ny amendment of Applicable Law or any judicial or executive interpretation or for any other rea son wha tsoever, the pro visions of the Ap plicab le Law shall pr evail. S ubjec t to ob taining the sanction of the NCLT , if nece ssary , this Schem e shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will, however, not affect other parts of this Scheme. Notwithstanding the other provisions

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o f this Scheme , the power to make such amendments/mo dification s as may be come n ecessar y , whethe r befo re or after the Eff ective Date, shall, subject to ob taining the s anction of the N CL T if necessa ry , vest with the Board of the respective Comp anies, w hich power shall be ex ercised reasonably in the best interests of the C ompanies and th eir respective shareholde rs.

3. APPLICATION TO NCLT

• 3.1. The Companies shall, with all reasonable dispatch, make a l l necessary app lications and pe titions to the NCL T for sa nctioning this Scheme under Sections 23 0 to 232 of the Ac a nd oth er app licabl e prov isions of the A ct, and obtain ing su ch oth er app rovals , as re quired under Applicable La w .

• 3.2. The Companies shall be entitled, pending the e f fectivene ss o f th e Sc heme, to apply to a ny G overnmental Authority, if re quired, under any Ap plicable Law for such consents a nd ap provals, which the respective Compani es may requi re to effect the transactions conte mplated under the Scheme, in a ny ca se subj ect to the terms as may be mu tually agreed between the relevant Companies.

4. MODIFICATION OR AMENDMENTS TO THE SCHEME

• 4.1 . Subjec t to Clause 4.4 of Part IV below, the Companies may mutually, by t heir respective Board or such other person or persons, as t he respe ctive B oard, ma y author ize, may make a nd/ or cons ent to (i) any modifica tions/amendment s to the Scheme (inclu ding b ut not limited to the terms and conditions thereof); or (ii) to any conditions or limitations that the NCL T or a ny ot her G overnmental Authority may deem fit to direct or impose; or ( i ii ) modifica tion/ ame ndment w hich ma y otherw ise be considere d necessa ry , desirable or appropria te by them. No further approval of the shareholders or creditors of any of the Companies shall be necessary for giving effect to the provisions of this Clause.

• 4.2 . The Companie s, by their respe ctive Board or su ch o ther p erson or pe rsons , as th e respectiv e Board may authorize (including any com mittee or sub-commi ttee there of), sha ll be author ised t o take all such steps as may b e nec essary, d esirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders

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of any authorities or otherw ise ho wsoever arising out of, o r und er , or by virtue of the Scheme and/or any matter concerned or connected therewith.

• 4.3. For the purpose of giving e f fect to this Scheme or to any modifications or amend ments or additions thereto , the respect ive Boa rd of the Companies may jointly give and are here by join tly auth orised to dete rmine a nd giv e all s uch di rections as are neces sary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all the Com panies, in the same manne r as if the same were specific ally in corporated in this Scheme.

• 4.4. Notwithstanding anything stated in Clauses 4.1, 4.2, and 4.3 of Part IV here inabove, no a mendments or changes to the Scheme shall be carried out or be permissible unless an d u ntil t he sa me a re a pproved by the NCLT bef ore w hich the Companies hav e file d the pe tition for sanctioning the Scheme.

5. CONDITIONALITY TO EFFECTIVENESS OF THE SCHEME

• 5.1. The Scheme is conditional upon and subject to :

• 5.1.1 . the Stock Exchange s having issued their observati on/ no-o bjection letters as req uired under t he SEB I Listi ng Reg ulatio ns read with th e SEB I Sche me Circular ;

• 5.1.2 . this Scheme being approved by the re quisite majorities of the various classes of members and/ or creditors (wher e app licable) of th e res pective Companies, in accordance with the Ac t an d the SEB I Scheme Circular or dispensation having rec eived from th e NCLT i n relat ion to obtain ing su ch app roval f rom th e memb ers and / or creditors or any Applicab le Law permitt ing the respec tive Companies not to convene the meetings of its members and/or its creditors;

• 5.1 .3. the Scheme being approv ed by requi site of major ity pu blic sh arehold ers of Megasoft Limited (by way of e-voting) as required under SEBI Scheme Circular and under applicable provision of SEBI Listing Regulations.

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• 5.1 .4. sanctions and orders under the provisions of Sections 230 to 2 32 of the Act being obtained from the NCLT;

• 5.1 .5. the cert i fied copies of the orders of the NCLT a p proving this Scheme hav ing been filed with the RoC;

• 5.1.6. th e receipt or waiver (wh e re permissible) of any approvals of the Governmental Authority as may be require d under Applicable Law.

6. EFFECT OF NON-RECEIPT OF SANCTIONS

• 6.1. In the event of any of the a p provals or conditions enumerated in the Sche me not being obtained or complied, or for any other reason, this Scheme cannot be implemented, then the respectiv e Boar d of the C ompanies shall mutually waive such conditions as they consid er app ropriate to g ive effe ct, as far as possible, to this Scheme and failing such mutual agreement, the Scheme shall become null and void and the Companies sha ll bear and pay their respective costs, charges and expenses in connection with this Scheme.

• 6.2. The Board of the respective Companies sha l l be entitled to revoke, canc el a nd d eclare the Sche me of no effect if they are of the view that the coming into effect of the Scheme could have adverse implications on the Companies.

7. SEVERABILITY

• 7.1. If any part of this Scheme is found to be unworkable for any reason whatsoever , the same shall not, subject to the mutual agreement between the Companies, affect the validity or implementation of the other parts and/or provisions of this Scheme.

8. SHAREHOLDERS’ APPROVAL

• 8.1 . It is hereby clarified that if pursuant to this Schem e any action is to be taken by any of t he Com panies which requires the consent or a pproval of s hareholders , then for such

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pur poses, the consent or approval of the shareholders to the Scheme shall be deemed to be s ufficien t, and no fu rther r esolutio n of the sha reholde rs wou ld be require d to be separately passed.

9. COSTS

• 9.1. Sigma and Megasoft agr e e that they sha l l bear by themselves all costs, cha rges, levies a nd e xpenses in relation to or in connection with or incide ntal to P art I I an d P art I II o f t he S cheme until the date of sanction of this Scheme by the NCLT, i ncluding without limitation costs and expe nses associated with retention of financial, lega l, tax an d ot her prof essional advisers, and i n conne ction w ith the v aluatio n repor t and the fairne ss opinion; and

• 9.2. Save as otherwise agr e ed, all stamp, transfer, registration, and other similar taxes, duties, charges and fees (in cluding in relatio n to the registration and the stamping of the sanction o rders of NCLT) payab le or ass essed in c onnection with Part I I and Part II I of t he Sche me, the issuance of Megasoft Shares and the transfers contemplated by the Scheme shall be borne by Me g a s o ft.

10. MISCELLANEOUS

• 1 0.1. U pon th e Effec tive Da te, Meg asoft s hall tak e all necessar y action s to ensure that the am algamation is implemented in entirety, including but not limited to :

• (i) Th e cl osure of b ank a ccounts or transfer of funds from Sigma ’ s b ank account to that of Megasoft ’s ban k account.

• (ii) Undertaking compliances with respect to filing of the req uisite forms, notice s, o r any oth er documents with relevant regulatory authorities in order to intimate the m regarding the amalgamation.

• ( iii ) Surrenderin g certific ates of incorpora tion, perm ane nt a ccou nt nu mbe rs, t ax d educt ion and collec tion ac count number and a ny suc h othe r regist rations of Sigma.

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ANNEXURE - B

Ref: NSE/LIST/ 45129

May 16, 2025

The Company Secretary Megasoft Limited

Kind Attn.: Mr. Thakur Vishal Singh

Dear Sir,

Sub: Observation Letter for draft Composite Scheme of Arrangement amongst Sigma Advanced Systems Private Limited (“Amalgamating Company”) and Megasoft Limited (“Amalgamated Company”) and their respective shareholders and creditors under Section 230232 and other applicable provisions of the Companies Act, 2013.

We are in receipt for captioned draft Composite Scheme of Arrangement filed by Megasoft Limited

Based on our letter reference no. NSE/LIST/45129 dated February 21, 2025, submitted to SEBI pursuant to SEBI Master Circular dated June 20, 2023 read with Regulation 37 and 94(2) and 94A(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI vide its letter dated May 16 2025, has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure that the proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.

• d) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular(s) issued on June 20, 2023 and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.

• e) The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval, if applicable.

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Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45129 May 16, 2025

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• f) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old, if applicable.

• g) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• h) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• i) The Company shall ensure that the “Scheme” shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.

• j) Entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by Stock Exchange(s).

• k) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI.

• l) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.

• m) The Company shall ensure to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• n) The Companies shall ensure that the “Scheme” shall be acted upon subject to the Companies involved in the scheme of arrangement complying with Para 10(a) & (b) of Part I of SEBI master Circular issued on June 20, 2023, and relevant clauses mentioned in the scheme document.

• o) The Company shall ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision:

• i. In the interest of ensuring transparency and informed decision making by public shareholders, Company to prominently disclose following information on the very first page of the notice convening the shareholders meeting for approval of scheme of arrangement (in bold text and highlighted for visibility) and in all the further communications to the public shareholders regarding the scheme:

SIGN

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Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45129

May 16, 2025

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The shareholding pattern of Promoter/Promoter Group and Public shareholders before and after implementation of scheme is depicted as under

Category	Pre-Scheme Shareholding (%)	Post-Scheme Shareholding (%)	Change (%)
Promoter/ Promoter Group
Public Shareholders

The shareholders may note that implementation of scheme shall result in increase in the shareholding of Promoter/Promoter Group from .....% to .. .... %. Shareholders may also note that approval of the shareholders to scheme of merger would also result in to them agreeing to increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the scheme related documents before exercising their voting rights.

The above disclosure shall also be accompanied by a brief explanation regarding the reasons for the increase in shareholding of Promoter/Promoter Group and its impact on the public shareholders in terms of their rights and value of their holding in the Company.

• ii. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, impact of the scheme on the shareholders and cost benefit analysis of the scheme

• iii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.

• iv. Details of shareholders of SASPL being categorized as promoters and/or public in ML postscheme along with rationale for the same in the following format in compliance with SEBI ICDR Regulations, 2018 and Companies Act, 2013.

Name of the shareholder	Classification in SASPL (Promoter/Public)	No of shares held	No of shares allotted as per share swap ratio	Classifica tion in ML (Promoter /Public)	Rationale for the same

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Non-Confidential

Continuation Sheet

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Ref: NSE/LIST/45129 May 16, 2025

• v. Latest financials of SASPL and ML not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.

• vi. Details of new shareholders being classified as Promoter/Promoter group in ML postmerger as specified in Para 10(G) of Schedule VI to SEBI (ICDR) Regulations, 2018.

• vii. Pre and Post scheme shareholding of SASPL and ML as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

• viii. Rationale for undertaking Bonus issue in SASPL along with details of shareholders to whom they were issued and whether they impact of same was considered while arriving at the share-swap ratio.

• ix. Capital built-up of SASPL and ML since incorporation and last 3 years shareholding pattern filed by SASPL and ML with ROC

• x. Details of Revenue, PAT and EBIDTA of SASPL and Transferee Company (ML) for last 3 years.

• xi. Projections considered for valuation of SASPL and ML along with justification for growth rate considered for valuation of SASPL and ML.

• xii. Value of Assets and liabilities of SASPL that are being transferred to Transferee Company and post-merger balance sheet of ML.

• xiii. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties.

• xiv. Financial implication of merger on Promoters, Public Shareholders and the companies involved, synergies between ML and SASPL along with inter-company transactions between them.

• xv. Disclose all actions taken and/or initiated against the entities involved in the scheme including its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders along its status.

SIGN

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Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45129

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• xvi. Disclose the impact on reserves of ML pursuant to the scheme of arrangement along with quantitative details showing the impact of both pre & post the scheme of arrangement and statement that the same is in accordance with applicable accounting standards and other applicable provisions of the Companies Act, 2013. Disclose the approval requirement of shareholders under the Companies Act, 2013 and other relevant details.

• p) The Companies shall ensure that all the applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• q) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

• r) The Company involved shall ensure to disclose the No-Objection letter of the Stock Exchange on its website within 24 hours of receiving the same.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from May 16, 2025, within which the Scheme shall be submitted to NCLT.

SIGN

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Non-Confidential

Continuation Sheet

Ref: NSE/LIST/45129

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Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Saili Kamble

Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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ANNEXURE - C

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ANNEXURE - D

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ANNEXURE - E

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ANNEXURE - F

601

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IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (COURT– I) CHENNAI

ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 11.07.2025 THROUGH VIDEO CONFERENCING

--------------------------------------------------------------------------------------------------------------PRESENT: HON’BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL) HON’BLE SHRI. VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

---------------------------------------------------------------------------------------------------------------APPLICATION NUMBER : CA(CAA)/47/CHE/2025 PETITION NUMBER :

NAME OF THE PETITIONER(S) : Sigma Advanced Systems Pvt Ltd NAME OF THE RESPONDENTS :

UNDER SECTION : Sec 230-232 of CA, 2013

ORDER

Present: None for the Applicant.

Vide separate order pronounced in Open Court, meeting is ordered.

Sd/Sd/(VENKATARAMAN SUBRAMANIAM) (SANJIV JAIN) MEMBER (TECHNICAL) MEMBER (JUDICIAL) MG

Date: 11.07.2025

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IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, CHENNAI

CA(CAA)/47(CHE)/2025

Under Sections 230 to 232 of the Companies Act, 2013

In the matter of Scheme of Amalgamation between

SIGMA ADVANCED SYSTEMS PRIVATE LIMITED

Having its registered office at: No.43/1 (Door No. 129 to 140) 8th Floor, Nungambakkam Division, Egmore, Nungambakkam, Greams Road, Chennai, Chennai, Tamil Nadu, India, 600006

… 1[st] Applicant / Transferor Company

MEGASOFT LIMITED

Having its registered office at: No.85, Kutchery Road, Mylapore, Chennai, Tamil Nadu - 600004.

. … 2[nd] Applicant/ Transferee Company

Order Pronounced on 11[th] July, 2025

CORAM

SANJIV JAIN, MEMBER (JUDICIAL) VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

For Applicant(s): Mr. Anirudh Krishnan, Adarsh Subramanian, K. Mohit Kumar, R. Abhishek, S. Hasthiska Desikan, Advocates

ORDER

1. This is a Joint Company Application Viz., CA(CAA)/47(CHE)/2025 filed by

the Applicant Companies, namely Sigma Advanced Sytems Private

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Limited (for brevity “Transferor Company”) and Megasoft Limited (for brevity “Transferee Company”) ) and its Shareholders under section 230-

232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies herein with its Shareholders. The Scheme is appended as “ Annexure 11 ” at Page No.157-204 of the Application Typeset.

1. The Applicant Companies in this Company Application have sought for the following reliefs;

	EQUITY SHAREHOLDERS	SECURED CREDITORS	UNSECURED CREDITORS
TRANSFEROR COMPANY	To Dispense with the meeting	To Dispense with the meeting	To Dispense with the meeting
TRANSFEREE COMPANY	Convene with the meeting	Nil	Nil

3. The RATIONALE OF THE SCHEME is as under:

The proposed amalgamation would be in the best interest of the Parties and their respective shareholders, employees, creditors and other stakeholders as the proposed amalgamation will yield advantages as set out inter alia below:

(i) While Sigma proposes to leverage its position as a recognized design, development and manufacturing house and an approved company in Aerospace and Defence industry, to provide world-class products and services for national and international

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clients; Megasoft has commenced focusing, amongst others, in the Aerospace and Defence Sector and is in the process of evaluating a few companies for a potential acquisition and intends to provide centralized corporate, technology, finance and leadership/ management support services to such companies. Considering the objective of Megasoft to focus in the Aerospace and Defence sector, this amalgamation is being planned and the Scheme is anticipated to generate synergistic benefits, with both companies gaining from their pooled resources, experience, and skiils.

(ii) Combination of Sigma and Megasoft is entirely complementary to, and enhances the value proposition of Megasoft.

(iii) The amalgamation is based on leveraging the significant complementarities that exist amongst Sigma and Megasoft. The amalgamation would create meaningful value for various stakeholders including respective shareholders, customers, employees, as the combined business would benefit from increased scale, maximize resource utilization, improve management, and reduction in costs and the ability to drive synergies across revenue opportunities and operating efficiencies amongst others

(iv) The amalgamation is anticipated to generate synergistic benefits, with both Sigma and Megasoft gaining from their pooled resources, experiences, and skills.

For Megasoft:

• Ready access to Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector.

• Acquiring a company with a well-established brand & track record with inherent experience and resources in the defence space.

• A steady revenue stream from operations would provide a better market acceptances rate. Also, an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

• This acquisition, while bringing in operational revenues, also bringing in the required platform to move forward with identifying niche technological areas in the defence sector for fresh acquisitions towards diversification and growth.

For Sigma:

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• Sigma, while growing steadily, has not been able to take advantage of the boom in the defence sector. Through this merger Sigma can leverage to reach new markets including new geographies.

• The liquidity that Megasoft brings will support Sigma to access new technology areas and talent pool that will enhance its R&D and manufacturing capabilities.

• This merger shall unlock the value for its shareholders.

• Sigma shall have access to a wider and experienced Leadership talent.

• It is stated that (i) The Transferor Company viz., Sigma Advanced Systems

Private Limited is a Private company with CIN No. U72200TG1996PTC023096. It was incorporated on 02.02.1996 under the Companies Act, 1956 under the name and style of 'Sigma Microsystems

Private Limited'. Subsequently, on 05.05.2022, the Transferor Company

changed its name to 'Sigma Advanced Systems Private Limited'. The

Authorised/Issued/Subscribed and Paid up share capital of the Transferor

Company as on 31.03.2025 are as follows

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Particulars Rupees
Authorised share capital
5,00,00,000 Equity Shares of Rs.10/- each 50,00,00,000/-
Issued, subscribed and Paid up share capital
3,24,27,109 Equity shares of Rs.10/-each 32,42,71,090/-
----- End of picture text -----

(ii) The Transferee Company viz., Megasoft Limited is a Listed Public

Limited company with CIN No. L24100TN1999PLC042730 incorporated on

29.06.1999 under the Companies Act, 1956 under the name and style of

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‘Megasoft Limited’ in the State of Tamil Nadu. The authorised and paid-up

share capital of the Transferee Company as on 31.03.2025 are as follows

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----- Start of picture text -----

Particulars Rupees
Authorised share capital
20,00,00,000 Equity Shares of Rs.10/- each 200,00,00,000 /-
-
Issued, subscribed and paid up share
capital
7,37,70,041 Equity shares of Rs.10/-each 73,77,00,410/-
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1. It is stated that this Application has been filed in relation to a Scheme of Amalgamation between Sigma Advanced Services Private Limited (Transferor Company), and Megasoft Limited (Transferee Company) along with their respective shareholders and creditors.

2. It is stated that, this Tribunal may dispense with the meetings of Equity Shareholders, Secured Creditors & Unsecured Creditors of the Transferor Company and convene meeting for the Equity Shareholders of the Transferee Company.

3. Affidavits in support of the above application sworn in, on behalf of the Transferor Company have been signed by Mr. Sanjay Pukalay in the capacity of Authorised Signatory, and on behalf of the Transferee Company by Mr. Shridhar Thathachary in the capacity of Authorised Signatory. The same are placed at Pg.45-52 of the typeset. It is also represented that the registered office of the Applicant Companies is

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situated in the State of Tamil Nadu and therefore it is within the jurisdiction

of this Tribunal.

1. We have perused the application and the connected documents/papers filed therewith including the Scheme contemplated by the Applicant

companies.

1. The Applicant Companies have filed their Memorandum and Articles of Association inter alia delineating their object clauses as Annexure 2,3,6,7 . The Applicant Companies have submitted their last available Audited Annual Accounts for the year ended on 31.03.2025 as Annexure 4,8 of the .

typed set filed with the application

1. The Board of Directors of the Applicant Companies vide meeting held on 01.04.2024 have unanimously approved the proposed Scheme as contemplated above (The copies of resolutions passed thereon have been placed on record as Annexure 9,10 ).

2. The Statutory Auditors of the Transferor Companies and Transferee Company have examined the Scheme in terms of provisions of Sec. 232 of Companies Act, 2013 and the Rules made thereunder and certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013. The Certificates of the Statutory Auditors in this regard are placed as “Annexure 18, 19” .

3. The Appointed date as specified in the Scheme is 01.04.2024 . As per the

4. MCA Circular No. 9/2019 dated on 21.08.2019 when the appointed date is fixed beyond a period of one year from the date of filing, the Applicant

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Companies should provide explanation as to the same. The Applicant

Companies are directed to provide the reasons for the same, while filing the subsequent Company Petition.

1. Taking into consideration the application filed by the Applicant Companies and the documents filed therewith as well as the position of

law, this Tribunal issues the following directions: -

• A. SIGMA ADVANCED SYSTEMS PRIVATE LIMITED (TRANSFEROR COMPANY/1[ST] APPLICANT)

I. EQUITY SHAREHOLDERS

(i) There are 2 (Two) Equity Shareholders, whose consent affidavits are placed as Annexure-13 at Pgs. 206-211 . The Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed as Annexure-12 at Pg. 205 . It has sought dispensation with holding of meeting.

(ii) Since it is represented by the Transferor Company that there are (Two) Equity Shareholders in the Company whose consents by way of Affidavits have been obtained and are placed on record, the necessity of convening, holding and conducting the meeting is dispensed with.

II. SECURED CREDITORS

(i) There is One (1) Secured Creditor, whose consent affidavits is placed as Annexure-14 at Pgs.212-229 . The Certificate issued by the Chartered Accountant certifying the list of Secured Creditor is placed as Annexure-15 at Pgs.230-231 . It has sought dispensation with holding of meeting.

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(ii) Since it is represented by the Transferor Company that there is One (1) Secured Creditor in the Company whose consent by way of Affidavit has been obtained and is placed on record, the necessity of convening, holding and conducting the meeting is dispensed with.

III. UNSECURED CREDITORS

(i) There are Four (4) Unsecured Creditors , whose consent affidavits are placed as Annexure 15 at Pgs.230-232 . The Certificate issued by the Chartered Accountant certifying the list of Unsecured Creditors is placed as Annexure 38 at Pgs.309 . It has sought dispensation with holding of meeting.

(ii) Since it is represented by the Transferor Company that there are Four (4) Unsecured Creditors in the Company whose consent by way of Affidavits have been obtained and are placed on record, the necessity of convening, holding and conducting the meeting is dispensed with.

B. MEGASOFT LIMITED (TRANSFEREE COMPANY / 2[ND] APPLICANT)

I. EQUITY SHAREHOLDERS

(i) It is represented that there are 35,799 (Thirty-Five Thousand Seven

Hundred and Ninety-Nine) Equity Shareholders as on 31.03.2025 . The Certificate issued by the Chartered Accountant certifying the list of Equity Shareholders is placed at Page No. 232 of the application. The Applicant Company-2 has sought for convening, holding and conducting the meeting.

(i) Meeting of the Equity Shareholders of the Applicant Company-2 is directed to be held on 30/08/2025 at 10.00 AM at the registered office of the Applicant Company-2 or through video conferencing or at any other suitable place for which prior approval shall be sought from this

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Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II . SECURED CREDITORS

(i) There are NIL Secured Creditors in the Transferee Company. The Certificate issued by the Chartered Accountant certifying the list of Secured Creditors is placed as Annexure 17 at Pg.237 . Since it is represented by the Transferee Company that there are NIL Secured Creditors, the necessity of convening, holding and conducting the meeting does not arise.

III. UNSECURED CREDITORS

(i) There are NIL Unsecured Creditors in the Transferee Company. The Certificate issued by the Chartered Accountant certifying the list of Unsecured Creditors is placed as A nnexure 17 at Pg.237 . Since it is represented by the Transferee Company that there are NIL Unsecured Creditors, the necessity of convening, holding and conducting the meeting does not arise.

1. The quorum for the meeting of the Applicant company-2 shall be as follows;

S.NO	CLASS	QUORUM	DATE& TIME OF MEETING
1.	EQUITYSHAREHOLDERS	30	30/08/2025 at 10.00 AM

• i) The Chairperson appointed for the above said meeting shall be Mr. Shashi Pratap Singh, (Mob: 9560536975). The Fee of the Chairperson for the aforesaid meeting shall be Rs. 1,00,000 (One Lakh Rupees) in addition to meeting his incidental expenses if any. The Chairperson(s) will file the reports of the meeting within a week from the date of holding of the above said meetings.

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• ii) Mr. Sriram Ananth V (Mob: 8056279887), is appointed as a Scrutinizer and would be entitled to a fee of Rs. 50,000 (Fifty Thousand Rupees) for services in addition to meeting incidental expenses if any.

• iii) In case the quorum as noted above, for the above meeting of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meeting. The Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme.

• iv) As requested, the meeting shall be conducted through e-voting and online meeting as per applicable procedure prescribed under the MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5[th] May, 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-II);

• v) That individual notices of the above said meetings shall be sent by the Applicant Companies through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed

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form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice.

• vi) That the Applicant Companies shall publish advertisement with a gap of atleast 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily “Business Standard (All India Edition) & Dinamani (Tamil Nadu Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant Companies.

• vii) The Chairperson shall as aforestated be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme.

• viii) The companies shall individually send notice to concerned Regional Director, MCA, Registrar of Companies, Official Liquidator and the Income Tax Authorities, SEBI, NSE, BSE as well as other Sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016.

• ix) The Applicant Companies shall further furnish a copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every creditor or member of the applicant companies entitled to attend the meetings as aforesaid.

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• x) The Authorized Representative of the Applicant Companies shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.

• xi) All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants.

• This Application stands allowed on the aforesaid terms.

-Sd- -Sd-

VENKATARAMAN SUBRAMANIAN SANJIV JAIN MEMBER (TECHNICAL) MEMBER(JUDICIAL)

AU

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Mentioning Matter:

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH (COURT– I) CHENNAI

ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 16.07.2025 THROUGH VIDEO CONFERENCE

--------------------------------------------------------------------------------------------------------------------------------PRESENT: HON’BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL) HON'BLE SHRI VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)

--------------------------------------------------------------------------------------------------------------------------------- Application No : CA(CAA)/47/CHE/2025 Petition No : Name of Petitioner : & Sigma Advanced Systems Pvt Ltd Name of Respondent : Section : 230-232 of CA, 2013

---------------------------------------------------------------------------------------------------------------------------------

ORDER

Present: Mr. Mohit Kumar., Ld. Counsel for Applicant.

Matter taken up on the submission made by Ld. Counsel appearing for the Applicant, stating that in para 10 of the Order dated 11.07.2025 (copy placed before us), it was wrongly stated that the Board of Directors of the Applicant Companies vide meeting held on 01.04.2024 have unanimously approved the proposed Scheme as contemplated above. He stated that the Board of Meeting was held on 18.10.2024, which fact was also mentioned in the Application.

Heard and perused.

Considering the submissions and the fact that Board Meeting was held on 18.10.2024 and the error erupted in the Order dated 11.07.2025 is a typographical mistake, we correct the date from “01.04.2024” to “18.10.2024”. The date in para 10 of the Order be read as “18.10.2024” instead of 01.04.2024.

This Order shall form part of the Order dated 11.07.2025.

-sd-sd[VENKATARAMAN SUBRAMANIAM] [SANJIV JAIN] MEMBER (TECHNICAL) MEMBER (JUDICIAL) MS

Date: 16.07.2025

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ANNEXURE - G

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Head Office 22, Krishnaswamy Avenue Luz Church Road, Mylapore, Chennai 600 004.

Chartered Accountants

ANNEXURE - H

N.C.Rajagopal & Co.

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Certificate on Share Capital Build Up of Megasoft Limited

We, N.C. Rajagopal & Co., the Statutory Auditors of Megasoft Limited, having its registered address at No. 85, Kutchery Road, Mylapore, Chennai, Tamil Nadu – 600 004, hereby certify the Share Capital build up of Megasoft Limited as per the table below:

e table	below:
S **No. **	Date of Issue	No. of shares issued	Issu e Price (Rs.)	Cumulativ e capital (No of shares)	Type of Issue (IPO/FPO/ Preferential Issue/ Scheme/ Bonus/ Rights, etc.)	Whether listed, if not listed, give reasons **thereof **
1	29-06-1999	800	10	800	Subscribers to the Memorandum of Association	Listed
2	29-12-1999	11,30,000	10	11,30,800	Allotted toPromoters	Listed
3	31-12-1999	1,69,200	10	13,00,000	Allotted toPromoters	Listed
4	31-12-1999	5,00,000	10	18,00,000	Allotted to Megasoft Employees Welfare Trust as part of ESOP/ESPP	Listed
5	14-01-2000	20,29,100	10	38,29,100	Allotted toMr Ravindra Sannareddy,NRI	Listed
6	14-01-2000	16,70,900	10	55,00,000	Allotted toKR Investments Corpn, OCB	Listed
6	24-08-2000	51,50,500	10	1,06,50,500	Allotted to Shareholders of Indus e- SolutionsLimited	Listed
7	12-06-2002	42,60,200	10	1,49,10,700	RightsIssue	Listed
8	04-10-2002	2,07,075	70	1,51,17,775	Preferential Issue	Listed
9	01-09-2004	1,03,30,6 25	10	2,54,48,400	Allotted to Shareholders of XIUS India Limited	Listed
10	23-01-2006	7,76,869	10	2,62,25,269	Conversion of FCCB aggregating to USD 2 million	Listed
11	27-02-2006	18,00,000	10	2,80,25,269	Conversion of 900,000 10% Convertible Redeemable Preference Shares of Rs 100/-each issued on 28February2005	Listed
12	08-03-2006	13,28,125	10	2,93,53,394	Exercise of stock options under ESOP (XIUS)	Listed
13	30-03-2006	7,73,391	10	3,01,26,785	Conversion of FCCB aggregating to USD 2 million	Listed
14	26-04-2006	56,000	10	3,01,82,785	Exercise of stock options under ESOP 2001	Listed
15	16-05-2006	7,00,000	10	3,08,82,785	Conversion of 700,000 equity warrants of Rs 50/- each (10% paid in advance) issued on 28 February 2005 to one of the Promoter Director	Listed

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161 of 264 www.ncrajagopal.com

(+91) (044) 2499 1569 2499 3056 / 2499 1095

Chennai, Egmore, Salem and Erode

16	14-07-2006	7,98,608	10	3,16,81,393	Conversion of FCCB aggregating to USD 2 million	Listed
17	31-10-2006	87,500	10	3,17,68,893	Exercise of stock options under ESOP (XIUS)	Listed
18	29-03-2007	10,925	10	3,17,79,818	Exercise of stock options under ESOP 2001	Listed
19	28-04-2007	2,675	10	3,17,82,493	Exercise of stock options under ESOP 2001	Listed
20	17-05-2007	1,24,84,8 00	10	4,42,67,293	Allotted to Shareholders of VisualSoft TechnologiesLimited	Listed
21	01-03-2021	2,95,02,7 48	10	7,37,70,041	RightsIssue	Listed

For N.C Rajagopal and Co., Chartered Accountants, Firm Regn. No. 003398S Arjun S Membership No.:230448 UDIN: 24230448BKDHFJ5795

(Partner) Place: Chennai Date: 07-11-2024

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Shareholding pattern of M/s. Megasoft Limited for last three yearsANNEXURE - I

General information about company
Scrip code	532408
NSE Symbol	MEGASOFT
MSEI Symbol	NA
ISIN	INE933B01012
Name of the company	MEGASOFT LIMITED
Whether company is SME	No
Class of Security	Equity Shares
Type of report	Quarterly
Quarter Ended / Half year ended/Date of Report (For Prelisting / Allotment)	31-03-2023
Date of allotment / extinguishment (in case Capital Restructuring selected) / Listing Date
Shareholding pattern filed under	Regulation 31 (1) (b)
Whether the listed entity is Public Sector Undertaking (PSU)?	No

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	Declaration	Declaration
Sr. No.	Particular	Yes/No	Promoter and Promoter Group	Public shareholder	Non Promoter- Non Public
1	Whether the Listed Entity has issued any partly paid up shares?	No	No	No	No
2	Whether the Listed Entity has issued any Convertible Securities ?	No	No	No	No
3	Whether the Listed Entity has issued any Warrants ?	No	No	No	No
4	Whether the Listed Entity has any shares against which depository receipts are issued?	No	No	No	No
5	Whether the Listed Entity has any shares in locked-in?	No	No	No	No
6	Whether any shares held by promoters are pledge or otherwise encumbered?	No	No
7	Whether company has equity shares with differential voting rights?	No	No	No	No
8	Whether the listed entity has any significant beneficial owner?	No

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Table VI - Statement showing foreign ownership limits	Table VI - Statement showing foreign ownership limits
Particular	Approved limits (%)	Limits utilized (%)
As on shareholding date	100	2.9
As on the end of previous 1st quarter	100	2.9
As on the end of previous 2nd quarter	100	2.92
As on the end of previous 3rd quarter	100	2.93
As on the end of previous 4th quarter	100	2.9

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			Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities
Category (I)	Category of shareholder (II)	Nos. Of shareholders (III)	No. of fully paid up equity shares held (IV)	No. Of Partly paid-up equity shares held (V)	No. Of shares underlying Depository Receipts (VI)	Total nos. shares held (VII) = (IV)+ (V)+ (VI)	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	Number of Voting Rights held of securities (IX)			in each class
								No of Voting (XIV) Rights			Total as a % of (A+B+C)
								Class eg: X	Class eg:y	Total
(A)	Promoter & Promoter Group	1	32286926			32286926	43.77	32286926		32286926	43.77
(B)	Public	33108	41483115			41483115	56.23	41483115		41483115	56.23
(C)	Non Promoter- Non Public
(C1)	Shares underlying DRs
(C2)	Shares held by Employee Trusts
	Total	33109	73770041			73770041	100	73770041		73770041	100

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			Table	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities
Category (I)	Category of shareholder (II)	No. Of Shares Underlying Outstanding convertible securities (X)	No. of Shares Underlying Outstanding Warrants (Xi)	No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	Number of Locked in shares (XII)		Number of Shares pledged or otherwise encumbered (XIII)		Number of equity shares held in dematerialized form (XIV)	Sub-categorization of shares
						No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)		Sub- category (i)	Sub- category (ii)	Sub- category (iii)
(A)	Promoter & Promoter Group				43.77					32286926
(B)	Public				56.23					39977507	0	0	0
(C)	Non Promoter- Non Public
(C1)	Shares underlying DRs
(C2)	Shares held by Employee Trusts
	Total	0			100					72264433	0	0	0

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	Table	II - Statement showing shareholding pattern	II - Statement showing shareholding pattern	II - Statement showing shareholding pattern	II - Statement showing shareholding pattern	of the Promoter and Promoter Group	of the Promoter and Promoter Group	of the Promoter and Promoter Group	of the Promoter and Promoter Group	of the Promoter and Promoter Group
Sr.	Category & Name of the Shareholders (I)	Nos. Of shareholders (III)	No. of fully paid up equity shares held (IV)	No. Of Partly paid-up equity shares held (V)	No. Of shares underlying Depository Receipts (VI)	Total nos. shares held (VII) = (IV)+(V)+ (VI)	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	Number of Voting Rights held i class of securities (IX)			n each
								No of Voting (XIV) Rights			Total as a % of Total Voting rights
								Class eg: X	Class eg:y	Total
A	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
(1)	Indian
(d)	Any Other (specify)	1	32286926			32286926	43.77	32286926		32286926	43.77
Sub-Total (A)(1)		1	32286926			32286926	43.77	32286926		32286926	43.77
(2)	Foreign
Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A) (2)		1	32286926			32286926	43.77	32286926		32286926	43.77
B	Table III - Statement showing shareholding pattern of the Public shareholder
(1)	Institutions (Domestic)
(d)	Banks	2	212			212	0	212		212	0
Sub-Total (B)(1)		2	212			212	0	212		212	0
(2)	Institutions (Foreign)
(3)	Central Government / State Government(s)
(4)	Non-institutions
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	31704	17937418			17937418	24.32	17937418		17937418	24.32
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	236	19575316			19575316	26.54	19575316		19575316	26.54
(i)	Non Resident Indians (NRIs)	324	1996028			1996028	2.71	1996028		1996028	2.71
(l)	Bodies Corporate	243	927240			927240	1.26	927240		927240	1.26
(m)	Any Other (specify)	599	1046901			1046901	1.42	1046901		1046901	1.42
Sub-Total (B)(4)		33106	41482903			41482903	56.23	41482903		41482903	56.23
Total Public Shareholding (B)=(B)(1)+(B) (2)+(B)(3)+(B) (4)		33108	41483115			41483115	56.23	41483115		41483115	56.23
C	Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
Total ( A+B+C2 )		33109	73770041			73770041	100	73770041		73770041	100
Total (A+B+C )		33109	73770041			73770041	100	73770041		73770041	100

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	Table II - Statement showing shareholding pattern of	Table II - Statement showing shareholding pattern of	Table II - Statement showing shareholding pattern of	Table II - Statement showing shareholding pattern of	Table II - Statement showing shareholding pattern of	Table II - Statement showing shareholding pattern of	the Promoter and Promoter Group	the Promoter and Promoter Group	the Promoter and Promoter Group	the Promoter and Promoter Group	the Promoter and Promoter Group	the Promoter and Promoter Group
Sr.	No. Of Shares Underlying Outstanding convertible securities (X)	No. of Shares Underlying Outstanding Warrants (Xi)	No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	Number of Locked in shares (XII)		Number of Shares pledged or otherwise encumbered (XIII)		Number of equity shares held in dematerialized form (XIV)	Sub-categorization of shares
					No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)		Sub- category (i)	Sub- category (ii)	Sub- category (iii)
A	Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
(1)	Indian
(d)				43.77					32286926
Sub-Total (A) (1)				43.77					32286926
(2)	Foreign
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)				43.77					32286926
B	Table III - Statement showing shareholding pattern of the Public shareholder
(1)	Institutions (Domestic)
(d)				0					212	0	0	0
Sub-Total (B) (1)				0					212	0	0	0
(2)	Institutions (Foreign)
(3)	Central Government / State Government(s)
(4)	Non-institutions
(g)				24.32					17596258	0	0	0
(h)				26.54					18434116	0	0	0
(i)				2.71					1973967	0	0	0
(l)				1.26					926053	0	0	0
(m)				1.42					1046901	0	0	0
Sub-Total (B) (4)				56.23					39977295	0	0	0
Total Public Shareholding (B)=(B)(1)+ (B)(2)+(B) (3)+(B)(4)				56.23					39977507	0	0	0
C	Table IV - Statement showing shareholding			pattern of the Non Promoter- Non Public shareholder
Total ( A+B+C2 )				100					72264433
Total (A+B+C )				100					72264433
Disclosure of n	otes on shareholding pattern							Textual Information(1)

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Text Block With reference to the above cited subject, we wish to inform you that the Company has received letter dated April 04, 2023 (attached as Annexure) from Ramanagaram Enterprises Private Limited (REPL), informing that the Honble National Company Law Tribunal, Hyderabad Bench (NCLT) vide its order dated January 30, 2023 (certified true copy of order issued on February 02, 2023) has approved the Scheme of Amalgamation between Sri Power Generation (India) Private Limited (SPGIPL) (Promoter of the Company prior to above Amalgamation), Solar Integration Systems India Private Limited and Nimbha Biotech Private Limited, (Transferor Companies) with Ramanagaram Enterprises Private Limited (REPL) (Transferee Company) (Promoter of the Company after the Amalgamation). SPGIPLwas holding 3,22,86,926 equity Shares of the Company (constituting 43.77% of Equity Share capital of the Company) which subsequent to the Textual Information() aforementioned amalgamation has ceased to exist and is no longer the promoter of the Company. Pursuant to and in accordance with the aforementioned NCLT Order sanctioning the Scheme of Amalgamation all the investments held by SPGIPL in the Company shall be deemed to have been transferred to REPL, the transferee Company and accordingly the latter is the Promoter of the Company holding the aforementioned stake, which was originally held by SPGIPL. Consequential disclosures under applicable SEBI Regulations will follow in the next Quarterly Reporting.

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	Any Other (specify)
Searial No.	1
Category	Bodies Corporate	Click here to go back
Name of the Shareholders (I)	RAMANAGARAM ENTERPRISES PRIVATE LIMITED
PAN (II)	AABCV6386N	Total
No. of the Shareholders (I)	1	1
No. of fully paid up equity shares held (IV)	32286926	32286926
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	32286926	32286926
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	43.77	43.77
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	32286926	32286926
Class eg:y
Total	32286926	32286926
Total as a % of Total Voting rights	43.77	43.77
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	43.77	43.77
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of Shares	pledged or otherwise encumbered (XIII)
No. (a)
As a % of total Shares held (b)	~~172of 264~~

Number of equity shares held in dematerialized form (XIV)	32286926	32286926
Reason for not providing PAN
Reason for not providing PAN
Shareholder type	Promoter

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	Individuals - ii. Individual shareholders holding nominal share capital in exces	Individuals - ii. Individual shareholders holding nominal share capital in exces	Individuals - ii. Individual shareholders holding nominal share capital in exces	s of Rs. 2 lakhs.
Searial No.	1	2	3	4
Name of the Shareholders (I)	GUTTIKONDA VARA LAKSHMI	ANIL VISHANJI DEDHIA	GUTTIKONDA RAJASEKHAR	SRINIVAS RAJU D	Click here to go back
PAN (II)	AELPV6536R	AABPD9375L	AGFPG9440D	AGVPD3460C	Total
No. of fully paid up equity shares held (IV)	2430866	1172973	958547	747600	5309986
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	2430866	1172973	958547	747600	5309986
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	3.3	1.59	1.3	1.01	7.2
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	2430866	1172973	958547	747600	5309986
Class eg:y
Total	2430866	1172973	958547	747600	5309986
Total as a % of Total Voting rights	3.3	1.59	1.3	1.01	7.2
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	3.3	1.59	1.3	1.01	7.2
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of equity shares held in dematerialized form (XIV)	2430866	1172973	958547	0	4562386
Reason for not providing PAN
Reason for not providing PAN
Sub-categorization of shares		**174of **	264
Shareholding (No.	of shares) under

Sub-category (i)	0	0	0	0	0
Sub-category (ii)	0	0	0	0	0
Sub-category (iii)	0	0	0	0	0

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		Any Other (specify)
Searial No.	1	2	3	4
Category	Clearing Members	Director or Director's Relatives	HUF	Trusts
Category / More than 1 percentage	Category	Category	Category	Category
Name of the Shareholders (I)					Click here to go back
PAN (II)					Total
No. of the Shareholders (I)	13	1	583	2	599
No. of fully paid up equity shares held (IV)	20453	37021	989322	105	1046901
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	20453	37021	989322	105	1046901
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	0.03	0.05	1.34	0	1.42
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	20453	37021	989322	105	1046901
Class eg:y
Total	20453	37021	989322	105	1046901
Total as a % of Total Voting rights	0.03	0.05	1.34	0	1.42
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	0.03	0.05	1.34	0	1.42
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of equity shares held in dematerialized form (XIV)	20453	37021 176of 264	989322	105	1046901

Reason for not providing PAN	Reason for not providing PAN
Reason for not providing PAN
Sub-categorization of shares
Shareholding (No.	of shares) under
Sub-category (i)	0	0	0	0	0
Sub-category (ii)	0	0	0	0	0
Sub-category (iii)	0	0	0	0	0

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----- Start of picture text -----

Home Validate
Details of the SBO Details of the registered owner Details of holding/ exercise of right of the SBO in the reporting company, whether direct or indirect:
Sr. No. Whether by virtue of: Date of creation / acquisition of significant beneficial interest
Name PAN Passport No. in case of a foreign national Nationality Nationality (Applicable in case of Any other is selected) Name PAN Passport No. in case of a foreign national Nationality Nationality (Applicable in case of Any other is selected) Shares Voting rights Rights on distributable dividend or any other distribution Exercise of control Exercise of significant influence
significant beneficial owners
Add Delete
Srinavasa Raju RAMANAGARA
1 Chintalapati ACPPC2768Q India M ENTERPRISES AABCV6386N India 32.24 32.24 32.24 No No 12-05-2023
----- End of picture text -----*

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General information about company

General information about company	General information about company
Scrip code	532408
NSE Symbol	MEGASOFT
MSEI Symbol	NOTLISTED
ISIN	INE933B01012
Name of the company	MEGASOFT LIMITED
Whether company is SME	No
Class of Security	Equity Shares
Type of report	Quarterly
Quarter Ended / Half year ended/Date of Report (For Prelisting / Allotment)	31-03-2025
Date of allotment / extinguishment (in case Capital Restructuring selected) / Listing Date
Shareholding pattern filed under	Regulation 31 (1) (b)
Whether the listed entity is Public Sector Undertaking (PSU)?	No

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	Declaration	Declaration
Sr. No.	Particular	Yes/No	Promoter and Promoter Group	Public shareholder	Non Promoter- Non Public
1	Whether the Listed Entity has issued any partly paid up shares?	No	No	No	No
2	Whether the Listed Entity has issued any Convertible Securities ?	No	No	No	No
3	Whether the Listed Entity has issued any Warrants ?	No	No	No	No
4	Whether the Listed Entity has any shares against which depository receipts are issued?	No	No	No	No
5	Whether the Listed Entity has any shares in locked-in?	No	No	No	No
6	Whether any shares held by promoters are pledge or otherwise encumbered?	No	No
7	Whether company has equity shares with differential voting rights?	No	No	No	No
8	Whether the listed entity has any significant beneficial owner?	Yes

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Table VI - Statement showing foreign ownership limits	Table VI - Statement showing foreign ownership limits
Particular	Approved limits (%)	Limits utilized (%)
As on shareholding date	100	2.77
As on the end of previous 1st quarter	100	2.74
As on the end of previous 2nd quarter	100	2.77
As on the end of previous 3rd quarter	100	2.72
As on the end of previous 4th quarter	100	2.66

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			Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities	Table I - Summary Statement holding of specified securities
Category (I)	Category of shareholder (II)	Nos. Of shareholders (III)	No. of fully paid up equity shares held (IV)	No. Of Partly paid-up equity shares held (V)	No. Of shares underlying Depository Receipts (VI)	Total nos. shares held (VII) = (IV)+ (V)+ (VI)	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	Number of Voting Rights held of securities (IX)			in each class
								No of Voting (XIV) Rights			Total as a % of (A+B+C)
								Class eg: X	Class eg:y	Total
(A)	Promoter & Promoter Group	1	25873115			25873115	35.07	25873115		25873115	35.07
(B)	Public	34565	47896926			47896926	64.93	47896926		47896926	64.93
(C)	Non Promoter- Non Public
(C1)	Shares underlying DRs
(C2)	Shares held by Employee Trusts
	Total	34566	73770041			73770041	100	73770041		73770041	100

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			Table	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities	I - Summary Statement holding of specified securities
Category (I)	Category of shareholder (II)	No. Of Shares Underlying Outstanding convertible securities (X)	No. of Shares Underlying Outstanding Warrants (Xi)	No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	Number of Locked in shares (XII)		Number of Shares pledged or otherwise encumbered (XIII)		Number of equity shares held in dematerialized form (XIV)	Sub-categorization of shares
						No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)		Sub- category (i)	Sub- category (ii)	Sub- category (iii)
(A)	Promoter & Promoter Group				35.07					25873115
(B)	Public				64.93					46408138	0	0	0
(C)	Non Promoter- Non Public
(C1)	Shares underlying DRs
(C2)	Shares held by Employee Trusts
	Total				100					72281253	0	0	0

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	Table	II - Statement showing shareholding pattern	II - Statement showing shareholding pattern	II - Statement showing shareholding pattern	II - Statement showing shareholding pattern	of the Promoter and Promoter Group	of the Promoter and Promoter Group	of the Promoter and Promoter Group	of the Promoter and Promoter Group	of the Promoter and Promoter Group
Sr.	Category & Name of the Shareholders (I)	Nos. Of shareholders (III)	No. of fully paid up equity shares held (IV)	No. Of Partly paid-up equity shares held (V)	No. Of shares underlying Depository Receipts (VI)	Total nos. shares held (VII) = (IV)+(V)+ (VI)	Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	Number of Voting Rights held i class of securities (IX)			n each
								No of Voting (XIV) Rights			Total as a % of Total Voting rights
								Class eg: X	Class eg:y	Total
A	Table II - Statemen	t showing shareholding pattern of the Pro			moter and Prom	oter Group
(1)	Indian
(d)	Any Other (specify)	1	25873115			25873115	35.07	25873115		25873115	35.07
Sub-Total (A)(1)		1	25873115			25873115	35.07	25873115		25873115	35.07
(2)	Foreign
Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A) (2)		1	25873115			25873115	35.07	25873115		25873115	35.07
B	Table III - Stateme	nt showing shareholding pattern of the Pu			blic shareholder
(1)	Institutions (Domestic)
(d)	Banks	1	12			12	0	12		12	0
Sub-Total (B)(1)		1	12			12	0	12		12	0
(2)	Institutions (Foreign)
(d)	Foreign Portfolio Investors Category I	3	99125			99125	0.13	99125		99125	0.13
Sub-Total (B)(2)		3	99125			99125	0.13	99125		99125	0.13
(3)	Central Governme	nt / State Government(s)
(4)	Non-institutions
(g)	Resident Individuals holding nominal share capital up to Rs. 2 lakhs	32818	18806520			18806520	25.49	18806520		18806520	25.49
(h)	Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs	278	20907584			20907584	28.34	20907584		20907584	28.34
(i)	Non Resident Indians (NRIs)	417	3313837			3313837	4.49	3313837		3313837	4.49
(l)	Bodies Corporate	310	2827097			2827097	3.83	2827097		2827097	3.83
(m)	Any Other (specify)	738	1942751			1942751	2.63	1942751		1942751	2.63
Sub-Total (B)(4)		34561	47797789			47797789	64.79	47797789		47797789	64.79
Total Public Shareholding (B)=(B)(1)+(B) (2)+(B)(3)+(B) (4)		34565	47896926			47896926	64.93	47896926		47896926	64.93
C	Table IV - Stateme	nt showing shareholding pattern of the No			n Promoter- No	n Public shareh	older
Total ( A+B+C2 )		34566	73770041			73770041	100	73770041		73770041	100
Total (A+B+C )		34566	73770041			73770041	100	73770041		73770041	100

198 of 264

	Table II - Statement showing	Table II - Statement showing	Table II - Statement showing	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group	shareholding pattern of the Promoter and Promoter Group
Sr.	No. Of Shares Underlying Outstanding convertible securities (X)	No. of Shares Underlying Outstanding Warrants (Xi)	No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)	Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	Number of Locked in shares (XII)		Number of Shares pledged or otherwise encumbered (XIII)		Number of equity shares held in dematerialized form (XIV)	Sub-categorization of shares
					No. (a)	As a % of total Shares held (b)	No. (a)	As a % of total Shares held (b)		Sub- category (i)	Sub- category (ii)	Sub- category (iii)
A	Table II - Statement showing shareholding pattern of the Promoter				and Promoter Group
(1)	Indian
(d)				35.07					25873115
Sub-Total (A) (1)				35.07					25873115
(2)	Foreign
Total Shareholding of Promoter and Promoter Group (A)=(A) (1)+(A)(2)				35.07					25873115
B	Table III - Statement showing		shareholding pattern of the Public shareholder
(1)	Institutions (Domestic)
(d)				0					12	0	0	0
Sub-Total (B) (1)				0					12	0	0	0
(2)	Institutions (Foreign)
(d)				0.13					99125	0	0	0
Sub-Total (B) (2)				0.13					99125	0	0	0
(3)	Central Government / State Government(s)
(4)	Non-institutions
(g)				25.49					18482180	0	0	0
(h)				28.34					19766384	0	0	0
(i)				4.49					3291776	0	0	0
(l)				3.83					2825910	0	0	0
(m)				2.63					1942751	0	0	0
Sub-Total (B) (4)				64.79					46309001	0	0	0
Total Public Shareholding (B)=(B)(1)+ (B)(2)+(B)(3)+ (B)(4)				64.93					46408138	0	0	0
C	Table IV - Statement showing		shareholding pattern of the Non Promoter- Non Public shareholder
Total ( A+B+C2 )				100					72281253
Total (A+B+C )				100					72281253

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	Any Other (specify)
Searial No.	1
Category	Bodies Corporate	Click here to go back
Name of the Shareholders (I)	RAMANAGARAM ENTERPRISES PRIVATE LIMITED
PAN (II)	AABCV6386N	Total
No. of the Shareholders (I)	1	1
No. of fully paid up equity shares held (IV)	25873115	25873115
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	25873115	25873115
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	35.07	35.07
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	25873115	25873115
Class eg:y
Total	25873115	25873115
Total as a % of Total Voting rights	35.07	35.07
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	35.07	35.07
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of Shares	pledged or otherwise encumbered (XIII)
No. (a)
As a % of total Shares held (b)
Number of equity shares held in dematerialized form (XIV)	25873115	25873115
Reason for not providing PAN 200of 264

Reason for not providing PAN Shareholder type Promoter

201 of 264

	Non Resident Indians (NRIs)
Searial No.	1
Name of the Shareholders (I)	RAJAGOPALAN SHYAMSUNDER	Click here to go back
PAN (II)	AAFPR5743Q	Total
No. of fully paid up equity shares held (IV)	860950	860950
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	860950	860950
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	1.17	1.17
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	860950	860950
Class eg:y
Total	860950	860950
Total as a % of Total Voting rights	1.17	1.17
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	1.17	1.17
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of equity shares held in dematerialized form (XIV)	860950	860950
Reason for not providing PAN
Reason for not providing PAN
Sub-categorization of shares
Shareholding (No.	of shares) under
Sub-category (i)	0	0
Sub-category (ii)	0	0
Sub-category (iii)	0 202~~of~~264	0

	Individuals - ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.	Individuals - ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.	Individuals - ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.	Individuals - ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.
Searial No.	1	2	3
Name of the Shareholders (I)	GUTTIKONDA VARA LAKSHMI	ASHISH CHUGH	SRINIVAS RAJU D	Click here to go back
PAN (II)	AELPV6536R	ACZPC1166E	AGVPD3460C	Total
No. of fully paid up equity shares held (IV)	1572133	1034892	747600	3354625
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	1572133	1034892	747600	3354625
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	2.13	1.4	1.01	4.55
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	1572133	1034892	747600	3354625
Class eg:y
Total	1572133	1034892	747600	3354625
Total as a % of Total Voting rights	2.13	1.4	1.01	4.55
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	2.13	1.4	1.01	4.55
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of equity shares held in dematerialized form (XIV)	1572133	1034892	0	2607025
Reason for not providing PAN
Reason for not providing PAN
Sub-categorization of shares
Shareholding (No.	of shares) under
Sub-category (i)	0	0	0	0
Sub-category (ii)	0	0	0	0
Sub-category (iii)	0 2	0 03~~of~~264	0	0

		Any Other (specify)	Any Other (specify)
Searial No.	1	2	3	4
Category	Clearing Members	HUF	Trusts	LLP
Category / More than 1 percentage	Category	Category	Category	Category
Name of the Shareholders (I)					Click here to go back
PAN (II)					Total
No. of the Shareholders (I)	2	717	2	17	738
No. of fully paid up equity shares held (IV)	8	1886864	105	55774	1942751
No. Of Partly paid- up equity shares held (V)
No. Of shares underlying Depository Receipts (VI)
Total nos. shares held (VII) = (IV)+ (V)+ (VI)	8	1886864	105	55774	1942751
Shareholding as a % of total no. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)	0	2.56	0	0.08	2.64
Number of Voting	Rights held in each class of securities (IX)
Class eg: X	8	1886864	105	55774	1942751
Class eg:y
Total	8	1886864	105	55774	1942751
Total as a % of Total Voting rights	0	2.56	0	0.08	2.64
No. Of Shares Underlying Outstanding convertible securities (X)
No. of Shares Underlying Outstanding Warrants (Xi)
No. Of Shares Underlying Outstanding convertible securities and No. Of Warrants (Xi) (a)
Shareholding , as a % assuming full conversion of convertible securities (as a percentage of diluted share capital) (XI)= (VII)+(X) As a % of (A+B+C2)	0	2.56	0	0.08	2.64
Number of Locked in shares (XII)
No. (a)
As a % of total Shares held (b)
Number of equity shares held in dematerialized form (XIV)	8	1886864	105	55774	1942751
Reason for not providing PAN
Reason for not providing PAN
Sub-categorization of shares		~~204 ~~	~~of 264~~
Shareholding (No.	of shares) under

Sub-category (i)	0	0	0	0	0
Sub-category (ii)	0	0	0	0	0
Sub-category (iii)	0	0	0	0	0

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						significant beneficial own	significant beneficial own	significant beneficial own	ers
Sr. No.	Details of the SBO					Details of the registered owner					Details of holding/ exe the reporting company
	Name	PAN	Passport No. in case of a foreign national	Nationality	Nationality (Applicable in case of Any other is selected)	Name	PAN	Passport No. in case of a foreign national	Nationality	Nationality (Applicable in case of Any other is selected)	Whether by virtue of:
											Shares	Voting rights	Right distrib divide any o distrib
1	Srinavasa Raju Chintalapati	ACPPC2768Q		India		RAMANAGARAM ENTERPRISES PRIVATE LIMITED	AABCV6386N		India		25.97	25.97	25.97
										**Total: **	25.97	25.97	25.97

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- ANNEXURE J

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SHAREHOLDING PATTERN AS ON 31[st] MARCH, 2025

S. No.	Name of Members	Type of share	Face Value (Rs)	No of equity shares	Amount (Rs)	Paid up Capital (%age)
1.	Chintalapati Holdings Private Limited	Equity	10	2,91,84,375	29,18,43,750	90
2.	C. Damodar Reddy	Equity	10	32,42,734	3,24,27,340	10
				3,24,27,109	32,42,71,090	100

By order of the Board

for SIGMA ADVANCED SYSTEMS PRIVATE LIMITED

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SANJAY PUKALAY DIRECTOR DIN: 01643626

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SHAREHOLDING PATTERN AS ON 30[th] JUNE, 2025

S. No.	Name of Members	Type of share	Face Value (Rs)	No of equity shares	Amount (Rs)	Paid up Capital (%age)
1.	Chintalapati Holdings Private Limited	Equity	10	2,91,84,375	29,18,43,750	90
2.	C. Damodar Reddy	Equity	10	32,42,734	3,24,27,340	10
				3,24,27,109	32,42,71,090	100

By order of the Board

for SIGMA ADVANCED SYSTEMS PRIVATE LIMITED

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SANJAY PUKALAY DIRECTOR DIN: 01643626

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210 of 264

ANNEXURE - K

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Pre Amalgamation Shareholing Pattern as on June 30, 2025 of Megasoft Limited
Promoter and
Promoter Public Non Promoter-
Sr. No. Particular Yes/No Group shareholder Non Public
1 Whether the Listed Entity has issued any partly paid up shares? No No No No
2 Whether the Listed Entity has issued any Convertible Securities ? No No No No
3 Whether the Listed Entity has issued any Warrants ? No No No No
Whether the Listed Entity has any shares against which depository receipts
4 are issued? No No No No
5 Whether the Listed Entity has any shares in locked-in? No No No No
Whether any shares held by promoters are pledge or otherwise
6 encumbered? No No No No
7 Whether company has equity shares with differential voting rights? No No No No
8 Whether the listed entity has any significant beneficial owner? Yes Yes No No
Table I - Summary Statement holding of specified securities
Category Category of shareholder Nos. Of No. of fully No. Of Partly No. Of shares Total nos. shares Shareholding as Number of No. Of Shares No. of Shares No. Of Shareholdin Number of Number of Number of Sub-
(I) (II) shareholders paid up equity paid-up equity underlying held a % of total no. Voting Rights Underlying Underlying Shares g , as a % Locked in Shares equity categorization
(III) shares held shares held Depository (VII) = (IV)+(V)+ of shares held in each Outstanding Outstanding Underlying assuming shares pledged or shares held of shares
(IV) (V) Receipts (VI) (calculated as class of convertible Warrants (Xi) Outstandi full (XII) otherwise in
(VI) per SCRR, 1957) securities securities ng conversion encumber demateriali
(VIII) (IX) (X) convertibl of ed zed form
As a % of e convertible (XIII) (XIV)
(A+B+C2) securities securities (
and No. Of as a
Warrants percentage
(Xi) (a) of diluted
share
capital)
(XI)=
(VII)+(X)
As a % of
(A+B+C2)
No of Voting Total as a % of Shareholding
(XIV) Rights (A+B+C) (No. of
shares) under
Class Class Total No. As a % of No. As a % of Sub-category Sub- Sub-
eg: eg:y (a) total Shares (a) total Shares (i) category categ
X held held (ii) ory
(b) (b) (iii)
(A) Promoter & Promoter Group 1 25873115 0 0 25873115 35.07 25873115 0 25873115 35.07 0 0 0 35.07 0 0 0 0 25873115 0 0 0
(B) Public 32590 47896926 0 0 47896926 64.93 47896926 0 47896926 64.93 0 0 0 64.93 0 0 0 0 46408138 0 0 0
(C) Non Promoter- Non Public 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C1) Shares underlying DRs 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C2) Shares held by Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 32591 73770041 0 0 73770041 100 73770041 73770041 100 0 0 0 100 0 0 0 0 72281253 0 0 0
A-Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Sr. Category & Name PAN Nos. Of No. of fully paid No. Of Partly paid- No. Of shares Total nos. Shareholding as Number of No. Of Shares No. of No. Of Shareholding , Number of Number of Number of Sub- Shareholder
of the shareholders up equity shares up equity shares underlying shares a % of total no. Voting Underlying Shares Shares as a % Locked in Shares equity shares categoriz Type
Shareholders (III) held held Depository held of shares Rights held Outstanding Underlying Underlying assuming full shares pledged or held in ation of
(I) (IV) (V) Receipts (VII) = (IV)+(V)+ (calculated as in each convertible Outstandi Outstanding conversion of (XII) otherwise dematerialize shares
(VI) (VI) per SCRR, 1957) class of securities ng convertible convertible encumbere d form
(VIII) securities (X) Warrants securities securities ( as a d (XIV)
As a % of (IX) (Xi) and No. Of percentage of (XIII)
(A+B+C2) Warrants diluted share
(Xi) (a) capital)
(XI)= (VII)+(X)
As a % of
(A+B+C2)
No of Total as Sharehol
Voting (XIV) a % of ding (No.
Rights Total of
Voting shares)
rights under
Class Class Total No. As a % of No. As a % of Sub- Sub- Sub-
eg: eg:y (a) total (a) total Shares category categ category
X Shares held (i) ory (iii)
held (b) (ii)
(b)
(1) Indian
(a) Individuals/Hindu undivided Family
(b) Central Government/ State Government(s)
(c) Financial Institutions/ Banks
(d) Any Other (specify)(Body Corporate) 1 25873115 0 0 25873115 35.07 25873115 0 25873115 35.07 0 0 0 35.07 0 0 0 0 25873115 0 0 0
Sub-Total (A)(1) RAMANAGARAM ENTERPRISES 1 25873115 0 0 25873115 35.07 25873115 0 25873115 35.07 0 0 0 35.07 0 0 0 0 25873115 0 0 0 Promoter
PRIVATE LIMITED
(2) Foreign
(a) Individuals (NonResident Individuals/ Foreign Individuals)
(b) Government
(c) Institutions
(d) Foreign Portfolio Investor
(e) Any Other (specify)
Sub-Total (A)(2)
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Total Shareholding 1 25873115 0 0 25873115 35.07 25873115 0 25873115 35.07 0 0 0 35.07 0 0 0 0 25873115 0 0 0
of Promoter and
Promoter Group
(A)=(A)(1)+(A)(2)
Details of Shares which remain unclaimed for Promoter & Promoter Group
B-Table III - Statement showing shareholding pattern of the Public shareholder
(1) Institutions (Domestic)
(a) Mutual Funds
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks 1 12 0 0 12 0.00 12 0 12 0.00 0 0 0 0.00 0 0 0 0 12 0 0 0
(e) Insurance Companies
(f) Provident Funds/ Pension Funds
(g) Asset reconstruction companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI
(j) Other Financial Institutions
(k) Any Other (specify)
Sub-Total (B)(1) 1 12 0 0 12 0.00 12 0 12 0.00 0 0 0 0.00 0 0 0 0 12 0 0 0
(2) Institutions (Foreign)
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I 4 113903 0 0 113903 0.15 113903 0 113903 0.15 0 0 0 0.15 0 0 0 0 113903 0 0 0
(e) Foreign Portfolio Investors Category II 1 28000 0 0 28000 0.04 28000 0 28000 0.04 0 0 0 0.04 0 0 0 0 28000 0 0 0
(f) Overseas Depositories (holding DRs) (balancing figure)
(g) Any Other (specify)
Sub-Total (B)(2) 5 141903 0 0 141903 0.19 141903 0 141903 0.19 0 0 0 0.19 0 0 0 0 141903 0 0 0
(3) Central Government / State Government(s)
(a) Central Government / President of India
(b) State Government / Governor
(c) Shareholding by Companies or Bodies Corporate where Central / State
Government is a promoter
Sub-Total (B)(3) 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
(4) Non-institutions
(a) Associate companies / Subsidiaries
(b) Directors and their relatives (excluding independent directors and
nominee directors)
(c) Key Managerial Personnel
(d) Relatives of promoters (other than ‘immediate relatives’ of promoters
disclosed under ‘Promoter and Promoter Group’ category)
(e) Trusts where any person belonging to 'Promoter and Promoter Group'
category is 'trustee', 'beneficiary', or 'author of the trust'
(f) Investor Education and Protection Fund (IEPF)
(g) Resident Individuals holding nominal share capital up to Rs. 2 lakhs 30870 17957879 0 0 17957879 24.34 17957879 0 17957879 24.34 0 0 0 24.34 0 0 0 0 17633539 0 0 0
(h) Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs 275 21641888 0 0 21641888 29.34 21641888 0 21641888 29.34 0 0 0 29.34 0 0 0 0 20500688 0 0 0
GUTTIKONDA VARA LAKSHMI 1572133 0 0 1572133 2.13 1572133 0 1572133 2.13 0 0 0 2.13 0 0 0 0 1572133 0 0 0
ASHISH CHUGH . 1064839 0 0 1064839 1.44 1064839 0 1064839 1.44 0 0 0 1.44 0 0 0 0 1064839 0 0 0
SRINIVAS RAJU D 747600 0 0 747600 1.01 747600 0 747600 1.01 0 0 0 1.01 0 0 0 0 0 0 0 0
(i) Non Resident Indians (NRIs) 411 3519710 0 0 3519710 4.77 3519710 0 3519710 4.77 0 0 0 4.77 0 0 0 0 3497649 0 0 0
RAJAGOPALAN SHYAMSUNDER 860950 0 0 860950 1.17 860950 0 860950 1.17 0 0 0 1.17 0 0 0 0 860950 0 0 0
(j) Foreign Nationals
(k) Foreign Companies
(l) Bodies Corporate 309 2501701 0 0 2501701 3.39 2501701 0 2501701 3.39 0 0 0 3.39 0 0 0 0 2500514 0 0 0
(m) Any Other (specify)
Clearing Members 3 9 0 0 9 0.00 9 0 9 0 0 0 0 0.00 0 0 0 0 9 0 0 0
HINDU UNDIVIDED 700 2076067 0 0 2076067 2.81 2076067 0 2076067 2.81 0 0 0 2.81 0 0 0 0 2076067 0 0 0
TRUSTS 2 105 0 0 105 0.00 105 0 105 0.00 0 0 0 0.00 0 0 0 0 105 0 0 0
LLP 14 57652 0 0 57652 0.08 57652 0 57652 0.08 0 0 0 0.08 0 0 0 0 57652
Total of Anyother 719 2133833 0 0 2133833 2.89 2133833 0 2133833 2.89 0 0 0 2.89 0 0 0 0 2133833 0 0 0
Sub-Total (B)(4) 32584 47755011 0 0 47755011 64.73 47755011 0 47755011 64.73 0 0 0 64.73 0 0 0 0 46266223 0 0 0
Total Public 32590 47896926 0 0 47896926 64.93 47896926 0 47896926 64.93 0 0 0 64.93 0 0 0 0 46408138 0 0 0
Shareholding
(B)=(B)(1)+(B)(2)+(
B)(3)+(B)(4)
Details of the shareholders acting as persons in Concert for Public
Details of Shares which remain unclaimed for Public
C-Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
( 1 ) Custodian/DR Holder - Name of DR Holders (If Available) 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
( 2 ) Employee Benefit Trust / Employee Welfare Trust under SEBI (Share Based 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
Employee Benefits and Sweat Equity) Regulations, 2021
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Total 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
NonPromoter-
Non Public
Shareholding
(C)= (C)(1)+(C)(2)
Total ( A+B+C2 ) 32591 73770041 0 0 73770041 100.00 73770041 0 73770041 100.00 0 0 0 100.00 0 0 0 0 72281253 0 0 0
Total (A+B+C ) 32591 73770041 0 0 73770041 100.00 73770041 0 73770041 100.00 0 0 0 100.00 0 0 0 0 72281253 0 0 0
Table V - Statement showing foreign ownership limits
Particular Approved limits (%) Limits utilized (%)
As on shareholding
date
100 2.83
As on the end of
previous 1st
quarter
100 2.77
As on the end of
previous 2nd
quarter
100 2.74
As on the end of
previous 3rd
quarter
100 2.77
As on the end of
previous 4th
quarter
100 2.72
Significant Beneficial Owners
Sr. No. Details of the SBO Details of the Details of Date of
registered owner holding/ exercise creation /
of right of the acquisition of
Name PAN Passport No. in Nationality Nationality Name PAN Passport No. in Nationality Nationality Whether by
case of a (Applicable in case of a (Applicable in case of virtue of:
foreign case of Any other foreign national Any other is
national is selected) selected)
Shares Voting rights Rights on Exercise of Exercise of
distributable control significant
dividend or influence
any other
distribution
1 India
RAMANAGARAM
ENTERPRISES
Srinavasa Raju Chintalapati PRIVATE LIMITED AABCV6386N India 25.97 25.97 25.97 No No 12-05-2023
Total: 25.97 25.97 25.97
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Pre Amalgamation Shareholing Pattern as on June 30, 2025 of Sigma Advanced Systems Private Limited
Sr. No. Particular Yes/No Promoter Public Non
Whether the Listed Entity has issued any partly paid
1 up shares?
Whether the Listed Entity has issued any
2 Convertible Securities ?
Whether the Listed Entity has issued any Warrants
3 ?
Whether the Listed Entity has any shares against
4 which depository receipts are issued?Whether the Listed Entity has any shares in locked- NA
5 in?
Whether any shares held by promoters are pledge
6 or otherwise encumbered?
Whether company has equity shares with
7 differential voting rights?
Whether the listed entity has any significant
8 beneficial owner?
The Specified Securities of Sigma Advanced Systems Private Limited is Not listed on Any of the Stock Exchanges
Table I - Summary Statement holding of specified securities
Category Category of shareholder Nos. Of No. of fully No. Of No. Of Total nos. Shareholdin Number of No. Of No. of No. Of Shareholdin Number of Number Number of Sub-
(I) (II) shareholders paid up Partly paid- shares shares g as a % of Voting Rights Shares Shares Shares g , as a % Locked in shares of Shares equity shares catego
(III) equity up equity underlyin held total no. of held in each Underly Underlyin Underly assuming (XII) pledged held in rizatio
shares held shares held g (VII) = shares class of ing g ing full or dematerialized n of
(IV) (V) Deposito (IV)+(V)+ (calculated securities Outstan Outstandi Outstan conversion otherwise form shares
ry (VI) as per SCRR, (IX) ding ng ding of encumber (XIV)
Receipts 1957) converti Warrants converti convertible ed
(VI) (VIII) ble (Xi) ble securities ( (XIII)
As a % of securiti securiti as a
(A+B+C2) es es and percentage
(X) No. Of of diluted
Warrant share
s capital)
(Xi) (a) (XI)=
(VII)+(X)
As a % of
(A+B+C2)
No of Voting Total as a Shareh
(XIV) Rights % of olding
(A+B+C) (No. of
shares)
under
Class Class Total No. As a % No. As a % of Sub- Sub- Sub-
eg: eg:y (a) of (a) total catego category catego
X total Shares ry (i) (ii) ry (iii)
Shares held
held (b)
(b)
(A) Promoter & Promoter Group 2 32427109 32427109 100 32427109 0 32427109 100 0 0 0 100 0 0 0 0 0 0 0 0
(B) Public 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C) Non Promoter- Non Public 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C1) Shares underlying DRs 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C2) Shares held by Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 2 32427109 32427109 100 32427109 32427109 100 0 0 0 100 0 0 0 0 0 0 0 0
A-Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Sr. Category & Name PAN Nos. Of No. of fully No. Of No. Of Total nos. Shareholding Number of No. Of No. of No. Of Shareholding , Numb Number Numbe Sub- Shareholder
of the shareholde paid up Partly shares shares as a % of total Voting Shares Shares Shares as a % assuming er of of Shares r of categoriz type
Shareholders rs equity paid-up underlying held no. of shares Rights held Underlyin Underly Underlying full conversion Locked pledged equity ation of
(I) (III) shares held equity Depository (VII) = (calculated as in each g ing Outstanding of convertible in or shares shares
(IV) shares Receipts (IV)+(V)+ per SCRR, class of Outstandi Outstan convertible securities ( as a shares otherwis held in
held (VI) (VI) 1957) securities ng ding securities percentage of (XII) e demat
(V) (VIII) (IX) convertib Warrant and No. Of diluted share encumbe erialize
As a % of le s (Xi) Warrants capital) red d form
(A+B+C2) securities (Xi) (a) (XI)= (VII)+(X) (XIII) (XIV)
(X) As a % of
(A+B+C2)
No of Total as Sharehol
Voting (XIV) a % of ding (No.
Rights Total of
Voting shares)
rights under
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Class Class Total No. As a % of No. As a % of total Sub- Sub- Sub-
eg: eg:y (a) total (a) Shares held category catego category
X Shares (b) (i) ry (ii) (iii)
held
(b)
(1) Indian
(a) Individuals/Hindu undivided Family
C. Damodar Reddy 1 3242734 0 0 3242734 10.00 3242734 0 3242734 10.00 0 0 0 10.00 0 0 0 0 0 0 0 0 Promoter
(b) Central Government/ State Government(s)
(c) Financial Institutions/ Banks
(d) Any Other (specify)(Body Corporate)
Sub-Total (A)(1) CHINTALAPATI HOLDINGS PRIVATE LIMITED 1 29184375 0 0 29184375 90.00 29184375 0 29184375 90.00 0 0 0 90.00 0 0 0 0 0 0 0 0 Promoter
(2) Foreign
(a) Individuals (NonResident Individuals/ Foreign
(b) Government
(c) Institutions
(d) Foreign Portfolio Investor
(e) Any Other (specify)
Sub-Total (A)(2)
Total Shareholding of 2 32427109 0 0 32427109 100.00 32427109 0 32427109 90.00 0 0 0 100.00 0 0 0 0 0 0 0 0
Details of Shares which remain unclaimed for
B-Table III - Statement showing shareholding pattern of the Public shareholder
(1) Institutions (Domestic)
(a) Mutual Funds
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks
(e) Insurance Companies
(f) Provident Funds/ Pension Funds
(g) Asset reconstruction companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI
(j) Other Financial Institutions
(k) Any Other (specify)
Sub-Total (B)(1)
(2) Institutions (Foreign)
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I
(e) Foreign Portfolio Investors Category II
(f) Overseas Depositories (holding DRs) (balancing
(g) Any Other (specify)
Sub-Total (B)(2)
(3) Central Government / State Government(s)
(a) Central Government / President of India
(b) State Government / Governor
(c) Shareholding by Companies or Bodies Corporate
Sub-Total (B)(3)
(4) Non-institutions
(a) Associate companies / Subsidiaries
(b) Directors and their relatives (excluding independent
(c) Key Managerial Personnel
(d) Relatives of promoters (other than ‘immediate
relatives’ of promoters disclosed under ‘Promoter
and Promoter Group’ category)
(e) Trusts where any person belonging to 'Promoter
and Promoter Group' category is 'trustee',
'beneficiary', or 'author of the trust'
(f) Investor Education and Protection Fund (IEPF)
(g) Resident Individuals holding nominal share capital
up to Rs. 2 lakhs
(h) Resident Individuals holding nominal share capital
in excess of Rs. 2 lakhs
(i) Non Resident Indians (NRIs)
(j) Foreign Nationals
(k) Foreign Companies
(l) Bodies Corporate
(m) Any Other (specify)
Clearing Members
HINDU UNDIVIDED
TRUSTS
LLP
Total of Anyother
Sub-Total (B)(4)
Total Public
Details of the shareholders acting as persons in
Details of Shares which remain unclaimed for Public
C-Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
( 1 ) Custodian/DR Holder - Name of DR Holders (If
Available)
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( 2 ) Employee Benefit Trust / Employee Welfare Trust
under SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021
Total NonPromoter-
Non Public
Shareholding
(C)= (C)(1)+(C)(2)
Total ( A+B+C2 ) 2 32427109 0 0 32427109 100.00 32427109 0 32427109 100.00 0 0 0 100.00 0 0 0 0 0 0 0 0
Total (A+B+C ) 2 32427109 0 0 32427109 100.00 32427109 0 32427109 100.00 0 0 0 100.00 0 0 0 0 0 0 0 0
32427109
Table V - Statement showing foreign ownership limits
Particular Approved limits (%) Limits utilized
As on shareholding
date 0 0
As on the end of
previous 1st quarter 0 0
As on the end of
previous 2nd quarter
0 0
As on the end of
previous 3rd quarter 0 0
As on the end of
previous 4th quarter 0 0
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Note: Post Amalgamation of Sigma Advanced Systems Private Limited with Megasoft Limited, the Post Shareholding Pattern of Sigma shall be Nil.

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Post Amalgamation Shareholing Pattern as on June 30, 2025 of Megasoft Limited

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Promoter and
Promoter Public Non Promoter-
Sr. No. Particular Yes/No Group shareholder Non Public
1 Whether the Listed Entity has issued any partly paid up shares? No No No No
2 Whether the Listed Entity has issued any Convertible Securities ? No No No No
3 Whether the Listed Entity has issued any Warrants ? No No No No
Whether the Listed Entity has any shares against which depository receipts
4 are issued? No No No No
5 Whether the Listed Entity has any shares in locked-in? No No No No
Whether any shares held by promoters are pledge or otherwise
6 encumbered? No No No No
7 Whether company has equity shares with differential voting rights? No No No No
8 Whether the listed entity has any significant beneficial owner? Yes Yes No No
Table I - Summary Statement holding of specified securities
Category Category of shareholder Nos. Of No. of fully No. Of Partly No. Of shares Total nos. shares Shareholding Number of No. Of Shares No. of Shares No. Of Shareholdin Number of Number of Number of Sub-
(I) (II) shareholders paid up equity paid-up equity underlying held as a % of total Voting Rights Underlying Underlying Shares g , as a % Locked in Shares equity categorization
(III) shares held shares held Depository (VII) = (IV)+(V)+ no. of shares held in each Outstanding Outstanding Underlyin assuming shares pledged or shares held of shares
(IV) (V) Receipts (VI) (calculated as class of convertible Warrants (Xi) g full (XII) otherwise in
(VI) per SCRR, 1957) securities securities Outstandi conversion encumber demateriali
(VIII) (IX) (X) ng of ed zed form
As a % of convertibl convertible (XIII) (XIV)
(A+B+C2) e securities (
securities as a
and No. Of percentage
Warrants of diluted
(Xi) (a) share
capital)
(XI)=
(VII)+(X)
As a % of
(A+B+C2)
No of Voting Total as a % of Shareholding
(XIV) Rights (A+B+C) (No. of
shares) under
Class Class Total No. As a % of No. As a % of Sub-category Sub- Sub-
eg: eg:y (a) total Shares (a) total Shares (i) category cate
X held held (ii) gory
(b) (b) (iii)
(A) Promoter & Promoter Group 3 128342779 0 0 128342779 72.82 128342779 0 128342779 72.82 0 0 0 72.82 0 0 0 0 128342779 0 0 0
(B) Public 32590 47896926 0 0 47896926 27.18 47896926 0 47896926 27.18 0 0 0 27.18 0 0 0 0 46408138 0 0 0
(C) Non Promoter- Non Public 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C1) Shares underlying DRs 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C2) Shares held by Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 32593 176239705 0 0 176239705 100 176239705 176239705 100 0 0 0 100 0 0 0 0 174750917 0 0 0
A-Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Sr. Category & Name PAN Nos. Of No. of fully paid No. Of Partly paid- No. Of shares Total nos. Shareholding as Number of No. Of Shares No. of No. Of Shareholding , Number of Number of Number of Sub- Shareholder Type
of the shareholders up equity shares up equity shares underlying shares a % of total no. Voting Underlying Shares Shares as a % Locked in Shares equity shares categoriz
Shareholders (III) held held Depository held of shares Rights held Outstanding Underlyin Underlying assuming full shares pledged or held in ation of
(I) (IV) (V) Receipts (VII) = (IV)+(V)+ (calculated as in each convertible g Outstanding conversion of (XII) otherwise dematerialize shares
(VI) (VI) per SCRR, 1957) class of securities Outstandi convertible convertible encumbere d form
(VIII) securities (X) ng securities securities ( as a d (XIV)
As a % of (IX) Warrants and No. Of percentage of (XIII)
(A+B+C2) (Xi) Warrants diluted share
(Xi) (a) capital)
(XI)= (VII)+(X)
As a % of
(A+B+C2)
No of Total as Sharehol
Voting (XIV) a % of ding
Rights Total (No. of
Voting shares)
rights under
Class Class Total No. As a % of No. As a % of Sub- Sub- Sub-
eg: eg:y (a) total (a) total Shares category cate category
X Shares held (i) gory (iii)
held (b) (ii)
(b)
(1) Indian
C. Damodar Reddy 1 10247039 0 0 10247039 5.81 10247039 0 10247039 5.81 0 0 0 5.81 0 0 0 0 10247039 0 0 0 Promoter Group
(a) Individuals/Hindu undivided Family
(b) Central Government/ State Government(s)
(c) Financial Institutions/ Banks
(d) Any Other (specify)(Body Corporate) 2 118095740 0 0 118095740 67.01 118095740 0 118095740 67.01 0 0 0 67.01 0 0 0 0 118095740 0 0 0
CHINTALAPATI HOLDINGS PRIVATE LIMITED 1 92222625 0 0 92222625 52.33 92222625 0 92222625 52.33 0 0 0 52.33 0 0 0 0 92222625 0 0 0 Promoter Group
Sub-Total (A)(1) RAMANAGARAM ENTERPRISES 1 25873115 0 0 25873115 14.68 25873115 0 25873115 14.68 0 0 0 14.68 0 0 0 0 25873115 0 0 0 Promoter
PRIVATE LIMITED
(2) Foreign
(a) Individuals (NonResident Individuals/ Foreign Individuals)
(b) Government
(c) Institutions
(d) Foreign Portfolio Investor
(e) Any Other (specify)
Sub-Total (A)(2)
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Total Shareholding 3 128342779 0 0 128342779 72.82 128342779 0 128342779 72.82 0 0 0 72.82 0 0 0 0 128342779 0 0 0
of Promoter and
Promoter Group
(A)=(A)(1)+(A)(2)
Details of Shares which remain unclaimed for Promoter & Promoter Group
B-Table III - Statement showing shareholding pattern of the Public shareholder
(1) Institutions (Domestic)
(a) Mutual Funds
(b) Venture Capital Funds
(c) Alternate Investment Funds
(d) Banks 1 12 0 0 12 0.00 12 0 12 0.00 0 0 0 0.00 0 0 0 0 12 0 0 0
(e) Insurance Companies
(f) Provident Funds/ Pension Funds
(g) Asset reconstruction companies
(h) Sovereign Wealth Funds
(i) NBFCs registered with RBI
(j) Other Financial Institutions
(k) Any Other (specify)
Sub-Total (B)(1) 1 12 0 0 12 0.00 12 0 12 0.00 0 0 0 0.00 0 0 0 0 12 0 0 0
(2) Institutions (Foreign)
(a) Foreign Direct Investment
(b) Foreign Venture Capital Investors
(c) Sovereign Wealth Funds
(d) Foreign Portfolio Investors Category I 4 113903 0 0 113903 0.06 113903 0 113903 0.06 0 0 0 0.06 0 0 0 0 113903 0 0 0
(e) Foreign Portfolio Investors Category II 1 28000 0 0 28000 0.02 28000 0 28000 0.04 0 0 0 0.04 0 0 0 0 28000 0 0 0
(f) Overseas Depositories (holding DRs) (balancing figure)
(g) Any Other (specify)
Sub-Total (B)(2) 5 141903 0 0 141903 0.08 141903 0 141903 0.08 0 0 0 0.08 0 0 0 0 141903 0 0 0
(3) Central Government / State Government(s)
(a) Central Government / President of India
(b) State Government / Governor
(c) Shareholding by Companies or Bodies Corporate where Central / State
Government is a promoter
Sub-Total (B)(3) 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
(4) Non-institutions
(a) Associate companies / Subsidiaries
(b) Directors and their relatives (excluding independent directors and nominee
directors)
(c) Key Managerial Personnel
(d) Relatives of promoters (other than ‘immediate relatives’ of promoters
disclosed under ‘Promoter and Promoter Group’ category)
(e) Trusts where any person belonging to 'Promoter and Promoter Group'
category is 'trustee', 'beneficiary', or 'author of the trust'
(f) Investor Education and Protection Fund (IEPF)
(g) Resident Individuals holding nominal share capital up to Rs. 2 lakhs 30870 17957879 0 0 17957879 10.19 17957879 0 17957879 10.19 0 0 0 10.19 0 0 0 0 17633539 0 0 0
(h) Resident Individuals holding nominal share capital in excess of Rs. 2 lakhs 275 21641888 0 0 21641888 12.28 21641888 0 21641888 12.28 0 0 0 12.28 0 0 0 0 20500688 0 0 0
GUTTIKONDA VARA LAKSHMI 1572133 0 0 1572133 0.89 1572133 0 1572133 0.89 0 0 0 0.89 0 0 0 0 1572133 0 0 0
ASHISH CHUGH . 1064839 0 0 1064839 0.60 1064839 0 1064839 0.60 0 0 0 0.60 0 0 0 0 1064839 0 0 0
SRINIVAS RAJU D 747600 0 0 747600 0.42 747600 0 747600 0.42 0 0 0 0.42 0 0 0 0 0 0 0 0
(i) Non Resident Indians (NRIs) 411 3519710 0 0 3519710 2.00 3519710 0 3519710 2.00 0 0 0 2.00 0 0 0 0 3497649 0 0 0
RAJAGOPALAN SHYAMSUNDER 860950 0 0 860950 0.49 860950 0 860950 0.49 0 0 0 0.49 0 0 0 0 860950 0 0 0
(j) Foreign Nationals
(k) Foreign Companies
(l) Bodies Corporate 309 2501701 0 0 2501701 1.42 2501701 0 2501701 1.42 0 0 0 1.42 0 0 0 0 2500514 0 0 0
(m) Any Other (specify)
Clearing Members 3 9 0 0 9 0.00 9 0 9 0 0 0 0 0.00 0 0 0 0 9 0 0 0
HINDU UNDIVIDED 700 2076067 0 0 2076067 1.18 2076067 0 2076067 1.18 0 0 0 1.18 0 0 0 0 2076067 0 0 0
TRUSTS 2 105 0 0 105 0.00 105 0 105 0.00 0 0 0 0.00 0 0 0 0 105 0 0 0
LLP 14 57652 0 0 57652 0.03 57652 0 57652 0.03 0 0 0 0.03 0 0 0 0 57652
Total of Anyother 719 2133833 0 0 2133833 1.21 2133833 0 2133833 1.21 0 0 0 1.21 0 0 0 0 2133833 0 0 0
Sub-Total (B)(4) 32584 47755011 0 0 47755011 27.10 47755011 0 47755011 27.10 0 0 0 27.10 0 0 0 0 46266223 0 0 0
Total Public 32590 47896926 0 0 47896926 27.18 47896926 0 47896926 27.18 0 0 0 27.18 0 0 0 0 46408138 0 0 0
Shareholding
(B)=(B)(1)+(B)(2)+(
B)(3)+(B)(4)
Details of the shareholders acting as persons in Concert for Public
Details of Shares which remain unclaimed for Public
C-Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
( 1 ) Custodian/DR Holder - Name of DR Holders (If Available) 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
( 2 ) Employee Benefit Trust / Employee Welfare Trust under SEBI (Share Based 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
Employee Benefits and Sweat Equity) Regulations, 2021
Total 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0.00 0 0 0 0 0 0 0 0
NonPromoter-
Non Public
Shareholding
(C)= (C)(1)+(C)(2)
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Total ( A+B+C2 ) 32593 176239705 0 0 176239705 100.00 176239705 0 176239705 100.00 0 0 0 100.00 0 0 0 0 174750917 0 0 0
Total (A+B+C ) 32593 176239705 0 0 176239705 100.00 176239705 0 176239705 100.00 0 0 0 100.00 0 0 0 0 174750917 0 0 0
Table V - Statement showing foreign ownership limits
Particular Approved limits (%) Limits utilized (%)
As on shareholding
date
100 2.83
As on the end of
previous 1st
quarter
100 2.77
As on the end of
previous 2nd
quarter
100 2.74
As on the end of
previous 3rd
quarter
100 2.77
As on the end of
previous 4th
quarter
100 2.72
Significant Beneficial Owners
Sr. No. Details of the SBO Details of the Details of Date of
registered owner holding/ creation /
exercise of right acquisition of
Name PAN Passport No. in Nationality Nationality Name PAN Passport No. in Nationality Nationality Whether by
case of a (Applicable in case of a (Applicable in case of virtue of:
foreign case of Any other foreign national Any other is
national is selected) selected)
Shares Voting rights Rights on Exercise of Exercise of
distributable control significant
dividend or influence
any other
distribution
1 India
RAMANAGARAM
ENTERPRISES
Srinavasa Raju Chintalapati PRIVATE LIMITED AABCV6386N India 25.97 25.97 25.97 No No 12-05-2023
Total: 25.97 25.97 25.97
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ANNEXURE - L

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ANNEXURE - M

Date: November 7, 2024

To, To, Manager - Listing Compliance The General Manager, National Stock Exchange of India Limited Department of Corporate Services, Exchange Plaza’. C-1, Block G, BSE Limited, Bandra Kurla Complex, Bandra (E), Mumbai P.J. Towers, Dalal Street, - 400 051 Mumbai – 400 001.

Sub: Confirmation from the Company on Any action taken/pending by Govt./Regulatory body/Agency.

With reference to the Scheme of Amalgamation between Megasoft Limited and Sigma Advanced Systems Limited, We hereby confirm that, the following are the action taken/pending by Govt./Regulatory body/Agency:

1. GST:

The company has filed a Writ Petition in 2023 before the Hon'ble High Court of Telangana challenging notifications relating to taxation of Joint Development transactions under which the Central GST authorities made an claim / demand without any written notice. The company has also filed another Writ Petition in October 2024 in the matter of order from the State GST relating to taxation of Joint Development transactions. The matter is sub-judice.

2. Income Tax:

• (a) The Income Tax Department has gone on appeal against the order of the ITAT dated 21.09.2022 in ITA No.733/CHNY/2017 which was in favour of the Company.

• (b) The company has filed an appeal before CIT(A) in respect of order dated 21.03.2024 in respect of issues relating to Capital Gains & Capital Losses.

Thanking You.

For and on behalf of Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

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ANNEXURE - N

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Report on Fair Share Swap Ratio in relation to the ‘Proposed Scheme of A malgamation ’

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October 2024

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Tel: +91 22 6228 0817 www.bdo.in

HO BDO Valuation Advisory LLP The Ruby, Level 9, North West Wing Senapati Bapat Marg, Dadar (W) Mumbai 400028, India

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Ref. No. : SD/Oct18-155/2024

October 18, 2024

To,

The Board of Directors Megasoft Limited 8th Floor, Unit No. 801B Capital Park, Plot No. 1, 28 and 29 Madhapur, – Hyderabad 500081, Telangana, India.

The Board of Directors

Sigma Advanced Systems Private Limited Survey No. 1/1, Plot No. 24/A, Hardware Park, Srisailam Road, Kancha Imarat, Raviryala Village, Maheswaram Mandal, Telangana 500005.

Dear Sir(s)/ Madam(s),

Sub: Determination of Fair Share Swap Ratio in relation to the Proposed Scheme of Amalgamation

We, BDO Valuation Advisory LLP (‘BDO Val’ or ‘We’ or ‘Us’) , have been appointed vide letter dated September 13, 2024, bearing its reference number SD/Sep131/2024, to determine fair share swap ratio as per the Proposed Scheme of Amalgamation between Sigma Advanced Systems Private Limited (“ SASPL ” or “ Transferor Company ”) and Megasoft Limited (“ Megasoft ” or “ Transferee Company ”) wherein SASPL is proposed to be merged with Megasoft under applicable provisions of the Companies Act, 2013. Hereinafter SASPL and Megasoft are collectively referred to as “ Clients ” or “ the Companies ”. This valuation report (“the Report”) will be used to comply with provisions of the Companies Act, 2013 (“the Act”).

We are pleased to present herewith our report on the same.

We hereby confirm that we have no present or planned future interest in SASPL and Megasoft except to the extent of our appointment as a registered valuer for this Report.

We have considered the valuation base as ‘Fair Value’ and the premise of value is ‘Going Concern Value’ for estimating the value of SASPL and Megasoft. We hereby confirm that the valuation is carried out as per International Valuation Standards (“IVS”) . Any change in the valuation base or the premise could have a significant impact on the outcome of the valuation exercise, and therefore, this Report.

We believe that our analysis must be considered as a whole. Selected portions of our analysis or the factors we considered, without considering all factors and analysis together could create a misleading view of the process underlying the valuation conclusions. The preparation of valuation is a complex process and is not necessarily amenable to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

BDO Valuation Advisory LLP, an Indian limited liability partnership firm, with LLP Identity No. AAN 9463, is a member of BDO International Limited, 224 of 264 a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Regd. Office: The Ruby, Level 9, North West Wing, Senapati Bapat Marg, Dadar (W), Mumbai 400028, INDIA

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This letter should be read in conjunction with the attached report.

Regards,

For BDO Valuation Advisory LLP

IBBI No.: IBBI/RV-E/02/2019/103

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_______ Swanand Kishor Deshpande Partner IBBI No.: IBBI/RV/05/2019/11148 VRN No.: IOVRVF/BDO/2024-2025/4024

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Strictly Confidential

Page 3 of 19

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Table of Contents

1.	Brief Background of the Companies .................................................................................. 5
2.	Purpose of Valuation ................................................................................................... 6
3.	Terms of Engagement .................................................................................................. 6
4.	Caveats, Limitations and Disclaimers ................................................................................ 7
5.	Sources of Information / major factors that were taken into account during the valuation .............. 11
6.	Procedures Adopted .................................................................................................. 12
7.	Valuation Approaches & Methodologies ........................................................................... 12
8.	Conclusion on Valuation Approach for Fair Share Swap Ratio .................................................. 15
9.	Basis of Fair Share Swap Ratio ...................................................................................... 17
10.	Conclusion of Fair Share Swap Ratio ............................................................................... 17

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Strictly Confidential

Page 4 of 19

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1. Brief Background of the Companies

Megasoft Limited (“ Megasoft ” or “ Transferee Company”)

• 1.1. Megasoft Limited (CIN: L24100TN1999PLC042730) is a public limited company domiciled in India. It was incorporated on June 29, 1999, under the provisions of the Companies Act, 1956.

• 1.2. Megasoft, in the financial year ended March 31, 2023, had altered its main business objects from IT business to a pharmaceutical business, pursuant to resolution passed by the members of Megasoft on June 4, 2022. Megasoft has plans to diversify from IT business to primarily Aerospace & Defense and Pharmaceuticals.

• 1.3. The equity shares of Megasoft are listed on the NationaI Stock Exchange of India Limited (“ NSE ”) and the BSE Limited (“ BSE ”) , in India.

• 1.4. The issued, subscribed and fully paid-up share capital of Megasoft as on June 30, 2024 is INR 737.7 Mn comprising 73,770,041 fully paid-up equity shares of face value of INR 10 each.

• 1.5. Megasoft has investment in an associate company i.e., Extrovis AG (“ Extrovis ”) and Megasoft holds 36.52% equity stake therein.

• 1.6. The shareholding pattern of Megasoft as at September 30, 2024 is as below:

Shareholder's Name	%Holding
Promoter & Promoter Group	35.07%
Public	64.93%
Total	100.00%

Source: www.bseindia.com

• 1.7. We have been informed by the management and representatives of Megasoft that there has been no change in the above shareholding pattern till the date of issuance of this report.

Sigma Advanced Systems Private Limited (“SASPL” or “Transferor Company”)

• 1.8. Sigma Advanced Systems Private Limited (CIN: U72200TG1996PTC023096) was incorporated on February 2, 1996. SASPL is engaged in the business of manufacturing of electronic products and solutions used in Aerospace, Defence, Power and Transport Sectors.

• 1.9. The major products that are being manufactured by SASPL are onboard electronics for various classes of missiles, avionics and data acquisition systems for multiple air borne platforms, communication systems for military and critical electronics for naval platforms.

• 1.10. The issued, subscribed and fully paid-up share capital of SASPL as on August 31, 2024 was INR 29.5 Mn comprising 2,947,919 fully paid-up equity shares of face value of INR 10 each. We have been informed by the management and representatives of the Clients that SASPL has declared bonus issue of shares in the ratio of 10:1 (Ten fully paid equity shares for every One equity share held) to the shareholders holding shares of SASPL as at September 19, 2024 after approval of shareholders in the Extra Ordinary General Meeting held on September 20, 2024. Accordingly, the total number of equity shares outstanding as at the Valuation Date is 32,427,109 fully paid-up equity shares of

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face value of INR 10 each.

• 1.11. The shareholding pattern of SASPL as on August 31, 2024 is as below:

Shareholder's Name	%Holding
Chintalapati Holdings Private Limited	90.0%
C. Damodar Reddy	10.0%
Total	100.0%

• 1.12. We have been informed by the management and representatives of SASPL that there has been no change in the above shareholding pattern till the date of issuance of this report.

• 1.13. We have been informed by the management and representatives of the Clients that SASPL holds 45.20 % equity stake in Indrajaal Drone Defence India Private Limited (“ IDDIPL ”) as per the latest Share Subscription Agreement (“ SSA ”) .

2. Purpose of Valuation

• 2.1. We understand that the proposed amalgamation of SASPL into Megasoft will be undertaken under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (“Proposed Scheme ”) .

• 2.2. Under the Proposed Scheme, as consideration for the proposed amalgamation of SASPL into Megasoft, the shareholders of SASPL will be issued equity shares in Megasoft as per the fair share swap ratio (“Purpose”).

• 2.3. In this regard, we have been appointed to undertake fair valuation of SASPL and Megasoft to recommend the fair share swap ratio for the proposed amalgamation to comply with the provisions of Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 along with the applicable provisions of Securities and Exchange Board of India (" SEBI ”), and rules and regulations thereunder.

3. Terms of Engagement

Context and Purpose

• 3.1. BDO Val has been appointed to determine the fair equity valuation of SASPL and Megasoft to recommend the fair share swap ratio as mentioned in Section 2 of this report. This valuation exercise and this valuation report are solely for the purpose mentioned in the Report.

Restricted Audience

• 3.2. This Report and the information contained herein are absolutely confidential and are intended for the use of the Clients only for submitting to the statutory authorities for compliance under section sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and applicable provisions and circular issued by SEBI applicable to the Proposed Scheme. The results of our valuation analysis and our Report cannot be used or relied by the Companies for any other purpose or by any other party for any purpose whatsoever.

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• 3.3. This Report will be placed before the Board of Directors of the Companies and intended only for their sole use and information only. To the extent mandatorily required under applicable laws of India, this Report maybe produced before judicial, regulatory or government authorities, in connection with the Proposed Scheme. We are not responsible to any other person or party, for any decision of such person or party based on this Report. Any person or party intending to provide finance/ invest in the shares/ business of the Companies or their holding companies, subsidiaries, associates, joint ventures shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. If any person/ party (other than the Clients) chooses to place reliance upon any matters included in the Report, they shall do so at their own risk and without recourse to BDO Val.

• 3.4. It is hereby notified that usage, reproduction, distribution, circulation, copying or otherwise quoting of this Report or any part thereof, except for the purpose as set out earlier in this Report, without our prior written consent, is not permitted, unless there is a statutory or a regulatory requirement to do so.

• 3.5. Without limiting the foregoing, we understand that the Clients may be required to share this Report with regulatory or judicial authorities including stock exchanges, SEBI, Regional Director, Registrar of Companies, National Company Law Tribunal, professional advisors of the Client including merchant banker providing fairness opinion on the fair share swap ratio, in connection with the Proposed Scheme (“ Permitted Recipients ”). We hereby give consent to such disclosure of this Report, on the basis that we owe responsibility only to the Clients that has engaged us, under the terms of the engagement, and no other person; and that, to the fullest extent permitted by law, we accept no responsibility or liability to any other party, in connection with this Report. It is clarified that reference to this Report in any document and/or filing with Permitted Recipients, in connection with the Proposed Scheme, shall not be deemed to be an acceptance by us of any responsibility or liability to any person/ party other than the Clients.

4. Caveats, Limitations and Disclaimers

• 4.1. This Report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

• 4.2. This Report, its contents, and the analysis herein are specific to (i) the purpose of valuation agreed as per the terms of our engagement, (ii) the Report date and (iii) based on the data detailed in the section - Sources of Information. The management of the Companies have represented that the business activities of the Companies have been carried out in the normal and ordinary course till the Report date and that no material changes are expected in their respective operations and financial position to occur up to the Report date.

• 4.3. We were provided with relevant information and time to make our opinion for this valuation exercise. However, our opinion may change if any material information is not disclosed / hidden from us during our valuation exercise.

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• 4.4. The scope of the assignment did not include performing audit tests for the purpose of expressing an opinion on the fairness or accuracy of any financial or analytical information that was used during the course of the work. Accordingly, we express no audit opinion or any other form of assurance on this information on behalf of the Companies. The assignment did not involve us to conduct the financial or technical feasibility study. We have not done any independent technical valuation or appraisal or due diligence or legal title search of the assets or liabilities of the Companies and have considered them at the value as disclosed by the Companies in their regulatory filings or in submissions, oral or written, made to us.

• 4.5. Further, this valuation Report is based on the extant regulatory environment and the financial, economic, monetary and business/market conditions, and the information made available to us or used by us up to the date hereof, which are dynamic in nature and may change in future, thereby impacting the valuation of the Companies. Subsequent developments in the aforementioned conditions may affect this Report and the assumptions made in preparing this Report and we shall not be obliged to update, review or reaffirm this Report if the information provided to us changes. Further events occurring after the date hereof may affect this Report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this Report.

• 4.6. We have no present or planned future interest in the Companies or any of their group entities.

• 4.7. The recommendation contained herein is not intended to represent value at any time other than the Valuation Date.

• 4.8. This Report is subject to the laws of India.

• 4.9. The fee for this engagement is not contingent upon the outcome of the Report.

• 4.10. In rendering this Report, we have not provided legal, regulatory, tax, accounting or actuarial advice and accordingly we do not assume any responsibility or liability in respect thereof.

• 4.11. This Report is based on the information received from the sources mentioned herein and discussions with the representatives of the Companies. We have assumed that no information has been withheld that could have influenced the purpose of our Report.

• 4.12. We have assumed and relied upon the truth, accuracy and completeness of the information, data and financial terms provided to us or used by us, we have assumed that the same are not misleading and do not assume or accept any liability or responsibility for any independent verification of such information or any independent technical valuation or appraisal of any of the assets, operations or liabilities of the Companies. Nothing has come to our knowledge to indicate that the material provided to us was mis-stated or incorrect or would not afford reasonable grounds upon which to base our Report.

• 4.13. For the present valuation exercise, we have also relied upon information available in the public domain; however, the accuracy and timeliness of the same has not been independently verified by us.

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• 4.14. In addition, we do not take any responsibility for any changes in the information used by us to arrive at our conclusion as set out here in which may occur subsequent to the date of our Report or by virtue of fact that the details provided to us are incorrect or inaccurate.

• 4.15. We have arrived at a relative value based on our analysis. Any transaction price may however be significantly different and would depend on the negotiating ability and motivations of the respective buyers and sellers in the transaction.

• 4.16. Our scope is limited to recommendation of fair share swap ratio. The Report should not be construed as, our opinion or certifying the compliance of the Proposed Scheme with the provisions of any law including the Companies Act 2013, Foreign Exchange Management Act, 1999, taxation related laws, capital market related laws, any accounting, taxation or legal implications or issues arising from Proposed Scheme.

• 4.17. The Report assumes that the Companies comply fully with relevant laws and regulations applicable in all their areas of operation unless otherwise stated and that the Companies will be managed in competent and responsible manner. Further, except as specifically stated to the contrary, this Report has given no consideration to matters of legal nature, including issues of legal title and compliance with local laws, litigation and other contingent liabilities that are not recorded in the financial statements of the Companies.

• 4.18. This Report does not look into the business/commercial reasons behind the Proposed Scheme nor the likely benefits arising out of the same. Similarly, it does not address the relative merits of the Proposed Scheme as compared with any other alternative business transaction or any other alternatives, whether or not such alternatives could be achieved or are available. The assessment of commercial and investment merits in the Companies is sole responsibility of the investors of the Companies and we don’t expre ss opinion on the suitability or otherwise of entering into any financial or other transactions with the Companies.

• 4.19. Valuation and determination of a fair share swap ratio is not a precise science and the conclusions arrived at in many cases will be subjective and dependent on the exercise of individual judgment. There is therefore no indisputable single value. While we have provided an assessment of the value based on an analysis of information available to us and within the scope of our engagement, others may place a different opinion.

• 4.20. Valuation is based on estimates of future financial performance or opinions, which represent reasonable expectations taking into consideration the economic, social and market patterns existing at that point in time, but such information, estimates or opinions are not offered as predictions or as assurances that a particular level of income or profit will be achieved, a particular event will occur or that a particular price will be offered or accepted. Actual results achieved during the period covered by the prospective financial analysis will vary from these estimates and the variations may be material. Although we have read, analyzed and discussed the Companies’ management business plan for the purpose of undertaking a valuation analysis, we have not recommended on the achievability and reasonableness of the assumptions provided to us save for

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satisfying ourselves to the extent possible that they are consistent with other information provided to us in the course of the assignment.

• 4.21. Whilst we have conducted analysis of the financial projections of SASPL for arithmetic and logical consistency, our review was not in the nature of an audit/ a due diligence. We do not express an opinion as to how closely the actual revenues, expenses, cash flows and position of assets and liabilities will correspond to these financial projections. There will usually be differences between predicted and actual results and those differences may be material. The Clients have provided us with a set of financial projections that are based on internal estimates including growth expectations of end user industries, cost estimations, etc. and represent their best estimate of the expected performance of SASPL going forward. We take no responsibility for the achievement of the predicted results.

• 4.22. Whilst all reasonable care has been taken to ensure that the factual statements in the Report are accurate, neither us, nor any of our partners, officers or employees shall in any way be liable or responsible either directly or indirectly for the contents stated herein. Accordingly, we make no representation or warranty, express or implied, in respect of the completeness, authenticity or accuracy of such factual statements. We expressly disclaim any and all liabilities, which may arise based upon the information used in this Report.

• 4.23. We owe responsibility to only the Board of Directors of the Clients and nobody else. We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other party to the Companies. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Companies, their directors, employees or agents. In the particular circumstances of this case, our liability, if any (in contract or under statute or otherwise) for any economic loss or damage arising out of or in connection with this engagement, howsoever the loss or damage caused, shall be limited to the amount of fees actually received by us from the Clients as laid out in the engagement letter, for such valuation work.

• 4.24. We do not accept any liability to any third party in relation to the issue of this Report. It is understood that this analysis does not represent a fairness opinion. This Report is not a substitute for the third party's own due diligence/ appraisal/ enquiries/ independent advice that the third party should undertake for his purpose.

• 4.25. This Report does not in any manner address the prices at which equity shares of Megasoft will trade following the announcement and/or implementation of the Proposed Scheme and we express no opinion or recommendation as to how the shareholders of the Companies should vote at the shareholders' meeting(s) to be held in connection with the Proposed Scheme.

• 4.26. The recommendation(s) rendered in this report only represent our recommendation(s) based upon information furnished by the Companies (or its representatives) and other sources and the said recommendation(s) shall be considered to be in the nature of non-binding advice, (our recommendation will however not be used for advising anybody to take buy or sell decision, for which specific opinion needs to be taken from expert advisors).

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• 4.27. Any discrepancies in any table/ annexure between the total and the sums of the amounts listed are due to rounding-off.

• 4.28. The Companies have been provided with the opportunity to review the draft Report (excluding the recommended fair share swap ratio) as part of our standard practice to make sure that factual inaccuracies/omissions are avoided in our final Report.

5. Sources of Information / major factors that were taken into account during the valuation

• 5.1. For the purpose of undertaking this valuation exercise, we have relied on the following sources of information provided by the management and representatives of the Clients:

• Business profile of SASPL, Extrovis and IDDIPL;

• Audited consolidated Financial Statements of Megasoft for Financial Year (“FY”) 2024;

• Audited Financial Statements of SASPL for FY24, FY23 and FY22;

• Limited Review consolidated financial statement of Megasoft for the period ending June 30, 2024;

• Limited Review financial statement of SASPL for the period ending August 31, 2024;

• Projected financial information of SASPL for the period FY 2025 to FY 2029;

• Discussion with the management of the Companies on future business aspects of SASPL;

• Limited Review Consolidated Financial Statement of Extrovis for FY24;

• Limited Review Consolidated Financial Statement of Extrovis for the period ended June 30, 2024;

• Shareholders Agreement (“ SHA ”) dated September 27, 2024 signed between IDDIPL and other parties as mentioned in the SHA;

• Share Subscription Agreement (“ SSA ”) dated September 27, 2024 signed between IDDIPL and other parties as mentioned in the SSA;

• Copy of the resolution passed at the Extra-ordinary General Meeting of SASPL on September 20, 2024;

• Draft Scheme of the Proposed Amalgamation;

• Details related to the immovable property owned by Megasoft;

• Number of equity shares outstanding of the Companies as at the Valuation Date;

• Information provided by leading database sources and other publicly available information;

• Management Representation Letter addressed to BDO Val;

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• Relevant data and information provided to us by the management and representatives of the Companies either in written or oral form or in form of soft copy and information available in public domain.

6. Procedures Adopted

• 6.1. In connection with this exercise, we have adopted the following procedures to carry out the valuation:

• Requested and received financial and qualitative information, and clarifications regarding past financial performance of the Companies.

• Considered data available in public domain related to the Companies and its peers.

• Discussions (physical/ over call) with the management and representatives of the Clients to understand the business and fundamental factors that affect its earning-generating capability and historical financial performance of the Companies as available in public domain or provided to us by the Clients.

• Undertook Industry Analysis:

  • Researched publicly available market data including economic factors and industry trends that may impact the valuation;

  • Analyzed key trends and valuation multiples of comparable companies using proprietary databases subscribed by us or our network firms.

• Selected internationally accepted valuation methodology/(ies) as considered appropriate by us, in accordance with the International Valuation standards published by the International Valuation Standards Council.

• Arrived at valuation of the Companies in order to conclude our analysis on Share Swap Ratio for the Proposed Scheme.

• 6.2. For the purpose of arriving at the valuation of the Companies we have considered the valuation base as ‘Fair Value’ and the premise of value is ‘Going Concern Value’. Any change in the valuation base, or the premise could have a significant impact on our valuation exercise, and therefore, this report.

7. Valuation Approaches & Methodologies

• 7.1. It is pertinent to note that the valuation of any company or its assets is inherently imprecise and is subject to certain uncertainties and contingencies, all of which are difficult to predict and are beyond our control. In performing our analysis, we made several assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the companies. In addition, this valuation will fluctuate with changes in prevailing

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• market conditions, and prospects, financial and otherwise, of the companies/businesses, and other factors which generally influence the valuation of the companies, its businesses and assets.

• 7.2. The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. Our choice of methodology of valuation has been arrived at using usual and conventional methodologies adopted for transactions of a similar nature and our reasonable judgment, analysis of businesses, in an independent and bona fide manner based on our previous experience of assignments of a similar nature.

• 7.3. It may be noted that BDO Valuation Advisory LLP is enrolled with IOV Registered Valuers Foundation, which has recommended to follow International Valuation Standards (“ IVS ”) for undertaking valuation and accordingly we have considered the International Valuation Standards issued by International Valuation Standards Council ( “ IVSC ” ) in carrying out the valuation exercise.

• 7.4. The valuation date is considered as October 18, 2024 ( “ Valuation Date ” ). We have been provided with the limited reviewed consolidated financials of Megasoft for the three months period ended June 30, 2024 and limited reviewed financials of SASPL for the five months period ended August 31, 2024. We have taken into consideration the current market parameters in our analysis and have made adjustments for additional facts made known to us till October 17, 2024. Further, we have been informed that all material information impacting the Companies has been disclosed to us.

• 7.5. There are three generally accepted approaches to valuation: (a) "Cost" Approach

• (b) "Income" Approach

• (c) "Market" Approach

Within these three basic approaches, several methods may be used to estimate the value. An overview of these approaches is as follows:

Cost Approach

Summation Method

The summation method, also referred to as the underlying asset method, is typically used for investment/asset holding companies or other types of assets or entities for which value is primarily a factor of the value of their holdings.

Income Approach

The income approach is widely used for valuation under the “Going Concern" basis. It focuses on the income generated by the company in the past as well as its future earning capability. The Discounted Cash Flow Method under the income approach seeks to arrive at a valuation based on the strength of future cash flows.

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Discounted Cash Flow Method

Under the Discounted Cash Flow ( ‘ DCF ’ ) method, the value of the undertaking is based on expected 'cash flows for future, discounted at a rate, which reflects the expected returns and the risks associated with the cash flows as against its accounting profits. The value of the undertaking is determined as the present value of its future free cash flows.

Free cash flows are discounted for the explicit forecast period and the perpetuity value thereafter. Free cash flows represent the cash available for distribution to both, the owners and creditors of the business.

The discount rate is the Weighted Average Cost of Capital ( ‘ WACC ’ ), based on an optimal vis-à-vis actual capital structure. It is an appropriate rate of discount to calculate the present value of future cash flows as it considers equity – debt risk and also debt – equity ratio of the firm.

The perpetuity (terminal) value is calculated based on the business’s potential for further growth beyond the explicit forecast period. The “constant growth model” is applied, which implies an expected constant level of growth (for perpetuity) in the cash flows over the last year of the forecast period.

The discounting factor (rate of discounting the future cash flows) reflects not only the time value of money, but also the risk associated with the business’s future operations.

The Business/Enterprise Value so derived, is further reduced by value of debt, if any, (net of cash and cash equivalents) to arrive at value to the owners of business. The surplus assets / nonoperating assets are also adjusted.

In case of free cash flows to equity, the cash available for distribution to owners of the business is discounted at the Cost of Equity and the value so arrived is the Equity Value before surplus/ nonoperating assets. The surplus assets / non-operating assets are further added to arrive at the Equity Value.

Market Approach

Under the Market approach, the valuation is based on the market value of the company in case of listed companies and comparable companies trading or transaction multiples for unlisted companies. The Market approach generally reflects the investors' perception about the true worth of the company.

i. Market Price Method

Under this method, the market price of the equity shares of the company as quoted on a recognized stock exchange is normally considered as the fair value of the equity shares of that company where such quotations are arising from the trading. The market value reflects the investors' perception about the true worth of the company.

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ii. Comparable Companies Multiple Method

Under the Comparable Companies Multiple ( ‘ CCM ’ ) method, the value is determined on the basis of multiples derived from valuations of comparable companies, as manifest through stock market valuations of listed companies. This valuation is based on the principle that market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. Relevant multiples need to be chosen carefully and adjusted for differences between the circumstances.

To the value of the business so arrived, adjustments need to be made for the value of contingent assets/liabilities, surplus Asset and dues payable to preference shareholders, if any, in order to arrive at the value for equity shareholders.

iii. Comparable Transactions Multiple Method

Under the Comparable Transactions Multiple ( ‘ CTM ’ ) method, the value of a company can be estimated by analyzing the prices paid by purchasers of similar companies under similar circumstances. This is a valuation method where one will be comparing recent market transactions in order to gauge the current valuation of target company. Relevant multiples have to be chosen carefully and adjusted for differences between the circumstances. This valuation approach is based on the principle that market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation.

8. Conclusion on Valuation Approach for Fair Share Swap Ratio

• 8.1. For determining the valuation base in relation to valuation of SASPL and Megasoft, we have considered the IVS issued by IVSC.

• 8.2. The present valuation analysis exercise is being undertaken to arrive at the fair share swap ratio for the Proposed Scheme as mentioned above in the Report.

SASPL and Megasoft :

Cost Approach:

SASPL

• This valuation approach is mainly used in case where the asset base dominates the earnings capability. In a going concern scenario, the earning power, as reflected under the Income and Market approaches, is of greater importance to the basis of proposed amalgamation, than the values arrived at on the net asset basis being of limited relevance. Therefore, we have not considered Cost Approach for valuation of SASPL.

Megasoft

In the current case, Megasoft holds investment/assets in immovable property and associate company. Hence, we have analyzed the valuation of Megasoft as per Summation Method under the 237 of 264

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Cost Approach since it derives its value from its investments/assets.

Market Approach:

Megasoft

• In the present case the equity shares of Megasoft are listed on NSE and BSE. Hence, we have considered Market Price Method under the Market Approach for valuation of Megasoft.

• We have considered the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (last amended on May 17, 2024 ) (“ ICDR Regulations ”) which provide guidelines to estimate the market price. The Pricing Formula provided in Regulations 164(1) of Chapter V of the ICDR Regulations has been considered for arriving at the minimum value per equity share of Megasoft under the Market Price Method. The market price is considered as higher of following:

• a. the volume weighted average price for 90 trading days of preceding the relevant date; or

• b. the volume weighted average price for 10 trading days of preceding the relevant date.

For determining the market price, the volume weighted share price of Megasoft over an appropriate period up to October 17, 2024, has been considered in the current case.

Accordingly, we have considered the higher price on comparison of prices mentioned above as per the pricing formula.

• We have not considered CCM/CTM method for valuation of Megasoft, as it does not carry operating business activity on its own.

SASPL

• Equity shares of SASPL are not listed on any stock exchange. Hence, we have not considered Market Price method.

• There are listed comparable companies in India which are engaged in the business similar to that

of SASPL. Hence, we have considered the CCM method for valuation of SASPL.

• In the absence/paucity of adequate details about comparable transactions, the CTM method is not considered for present valuation analysis exercise.

Income Approach:

Megasoft

• We understand that Megasoft derives its value from its assets, hence DCF would not be an appropriate methodology to determine the equity value of Megasoft.

SASPL

• We have considered DCF Method under Income Approach to value SASPL as the true worth of the business would be reflected in its future earnings potential.

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9. Basis of Fair Share Swap Ratio

• 9.1. The basis of the fair share swap ratio for the Proposed Scheme would have to be determined after taking into consideration all the factors and methods mentioned hereinabove and to arrive at a final value for the shares of each company. It is, however, important to note that in doing so, we are not attempting to arrive at the absolute values of the Companies, but at their relative values to facilitate the determination of the fair share swap ratio.

• 9.2. We have independently applied methods discussed above, as considered appropriate, and arrived at their assessment of value per share of the Companies. To arrive at the consensus on the fair share swap ratio for the Proposed Scheme, rounding off has been done in the values/ratio.

• 9.3. The fair share swap ratio has been arrived at based on the various approaches/methods explained herein earlier and various qualitative factors relevant to each company and the business dynamics and growth potentials of the businesses, having regard to information base, key underlying assumptions and limitations.

10. Conclusion of Fair Share Swap Ratio

• 10.1. In the ultimate analysis, valuation will have to involve the exercise of judicious discretion and judgment taking into account all the relevant factors. There will always be several factors, e.g. present and prospective competition, yield on comparable securities and market sentiments etc. which are not evident from the face of the balance sheets, but which will strongly influence the worth of a share. This concept is also recognized in judicial decisions. For example, Viscount Simon Bd in Gold Coast Selection Trust Ltd. vs. Humphrey reported in 30 TC 209 (House of Lords) and quoted with approval by the Honorable Supreme Court of India in the case reported in 176 ITR 417 as under:

"If the asset takes the form of fully paid shares, the valuation will take into account not only the terms of the agreement but a number of other factors, such as prospective yield, marketability, the general outlook for the type of business of the company which has allotted the shares, the result of a contemporary prospectus offering similar shares for subscription, the capital position of the company, so forth. There may also be an element of value in the fact that the holding of the shares gives control of the company. If the asset is difficult to value, but is nonetheless of a money value, the best valuation possible must be made. Valuation is an art, not an exact science. Mathematical certainty is not demanded, nor indeed is it possible".

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10.2. In the light of the above, and on consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, in our opinion the fair share swap ratio for the proposed amalgamation of SASPL into Megasoft would be as follows:

Valuation Approach	Valuation Method	Megasoft SASPL	Megasoft SASPL	Megasoft SASPL	Megasoft SASPL
		Value Per Share(INR) Weights Value Per Share(INR)			Weights
Income Approach	DCF Method3	NA	NA	202.8	50%
Market Approach	MP Method1	65.1	50%	NA	NA
	CCM / CTM Method2	NA	NA	222.4	50%
Cost Approach	Summation Method4	69.4	50%	NA	NA
Value Per Share (Rounded off)		67.2		212.6
Swap Ratio (Rounded off)		3.16

NA= Not Adopted/Not Applicable

1. The equity shares of Megasoft are listed on NSE and BSE. Hence, we have considered the Market Price method under the Market Approach for valuing Megasoft. SASPL is not listed on any Indian stock exchange, hence, Market Price method under Market Approach is not considered.

2. Comparable Companies Multiple ( “CCM” ) method under the Market Approach has been considered for valuation of SASPL, whereby we have considered appropriate multiples of the listed comparable companies which are engaged in the business similar to that of SASPL for the valuation exercise. In the absence/paucity of adequate details about comparable transactions, the Comparable Transactions Multiple ( “CTM” ) method is not considered for present valuation analysis exercise.

3. We understand that Megasoft derives its value from its assets, hence Discounted Cash Flow Method ( “DCF” ) would not be an appropriate methodology to value Megasoft. We have considered the DCF Method under Income Approach to value SASPL as the true worth of the business would be reflected in its future earnings potential.

4. Summation Method is mainly used in case where the asset base dominates the earnings capability. In a going concern scenario of an operating business, the earning power, as reflected under the Income and Market approaches, is of greater importance to the basis of proposed amalgamation, than the values arrived at on the net asset basis being of limited relevance. Therefore, we have not considered Cost Approach for valuation of SASPL. In the current case, Megasoft holds investment/assets in immovable property and associate company. Hence, we have analyzed the valuation of Megasoft as per Summation Method under the Cost Approach since it derives its value from its investments/assets.

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Strictly Confidential

Page 18 of 19

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Recommendation:

The following is the recommended Fair Share Swap ratio:

316 (Three Hundred and Sixteen) fully paid equity shares of face value INR 10.0 each of Megasoft, for every 100 (Hundred) fully paid equity shares of face value INR 10.0 each held in SASPL.

This Report and Fair Share Swap Ratio is based on the equity share capital structure of Megasoft and SASPL as mentioned earlier in this report. Any variation in the equity capital of the Companies may have material impact on the Fair Share Swap Ratio.

(This space is intentionally left blank)

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Strictly Confidential

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ANNEXURE - O

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To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001.

Date: November 7, 2024

Dear Sir,

Sub: Details of Revenue, PAT and EBIDTA (in value and percentage terms) as Income Approach method used in the Valuation.

Details of Transferor Company- Sigma Advanced Systems Private Limited

			(in Crores)
S No.	Revenue	PAT	EBIDTA
2021-22	60.03	8.11	13.54
2022-23	63.74	8.94	13.61
2023-24	83.85	11.90	20.94
2024-25 (Upto August 31, 2024)	22.07	1.28	2.93

Details of Transferee Company- Megasoft Limited

			(in Crores)
S No.	Revenue	PAT	EBIDTA
2021-22	14.11	5.58	8.23
2022-23	1.97	11.48	24.17
2023-24	0.00	7.56	28.45
2024-25 (Upto June 30, 2024)	0.00	0.54	5.79

Thanking you.

For and on behalf of Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

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ANNEXURE - P

To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001.

Date: November 7, 2024

Sub: Confirmation from Company

Dear Sir/ Madam,

With reference to the Scheme of Amalgamation between Megasoft Limited and Sigma Advanced Systems Limited, we hereby confirm that, the valuation done in the scheme is in accordance with applicable valuation standards.

For and on behalf of Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

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To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001.

Date: November 7, 2024

Sub: Confirmation from Company

Dear Sir/ Madam,

With reference to the Scheme of Amalgamation between Megasoft Limited and Sigma Advanced Systems Limited, we confirm that, the scheme is in compliance with the applicable securities laws.

For and on behalf of Megasoft Limited

Sd/Thakur Vishal Singh Company Secretary & Compliance Officer

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To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001.

Date: November 7, 2024

Sub: Confirmation from Company

Dear Sir/ Madam,

With reference to the Scheme of Amalgamation between Megasoft Limited and Sigma Advanced Systems Limited, we confirm that, the arrangement proposed in the scheme is yet to be executed.

For and on behalf of Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

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ANNEXURE - Q

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ANNEXURE - R

REVISED REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MEGASOFT LIMITED RECOMMENDING THE DRAFT SCHEME OF AMALGAMATION OF SIGMA ADVANCED SYSTEMS PRIVATE LIMITED WITH MEGASOFT LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS APPROVED VIDE CIRCULAR RESOLUTION DATED DECEMBER 20, 2024

The following members of the Audit Committee (“ Committee ”) of Megasoft Limited (“ Transferee Company ”) approved the revised Audit Report vide circulation:

1. Mr. Kalyan Vijay Sivalenka - Independent Director

2. Mr. Anish Mathew - Independent Director

3. Ms. Leona Ambuja - Non-Executive – Non-Independent Director

Chairman: The Committee unanimously elected Mr. Kalyan Vijay Sivalenka - Independent Director as the Chairman for this meeting.

1. Background

2. 1.1 A circular resolution of the Committee was passed on December 20, 2024 in context of certain queries raised by the BSE and NSE (hereinafter defined), to reconsider and recommend the proposed Scheme of Amalgamation which inter alia provides for the amalgamation of Sigma Advanced Systems Private Limited (“ Transferor Company ”) with and into the Transferee Company pursuant to a Scheme of Amalgamation amongst the Transferee Company, the Transferor Company and their respective shareholders and creditors (“ Scheme ”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Companies Act ”) which was earlier recommended by the Committee in its meeting held on 18[th] October, 2024.

3. 1.2 The Transferee Company is a listed public limited company, whose equity shares are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”).

4. 1.3 The Transferor Company is a private limited company.

5. 1.4 The Transferor Company and the Transferee Company are being considered as ‘related parties’.

6. 1.5 In terms of the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 issued by the Securities and Exchange Board of India (“ SEBI ”) on June 20, 2023 (as amended from time to time) (“ SEBI Scheme Circular ”), the Committee is required to provide a report recommending the draft Scheme taking into consideration, inter alia , that the draft Scheme is not detrimental to the shareholders of the listed entity. This Report of the Committee is also required to, in terms of the SEBI Scheme Circular, comment on the: (a) need for the merger/amalgamation/arrangement; (b) rationale of the Scheme; (c) synergies of business of the entities involved in the Scheme; (d) impact of the Scheme on the shareholders; and (e) cost benefit analysis of the Scheme.

7. 1.6 The Scheme shall be filed with the National Company Law Tribunal (“ NCLT ”), Chennai Bench, as per Sections 230 to 232 of the Companies Act and has been drawn in compliance with Section 2(1B) and other applicable provisions of the Income-tax Act, 1961 and other applicable laws, including the SEBI Scheme Circular.

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• 1.7 This revised Report is made in compliance with the SEBI Scheme Circular and supersedes the report made by the Committee at its meeting held on 18[th] October 2024.

2. Documents perused by the Committee While deliberating on the Scheme, the Committee, inter alia , considered and took on record the following documents:

• 2.1 The draft Scheme placed before the Committee;

• 2.2 The Revised/Updated Report on Fair Share Swap Ratio in relation to the Proposed Scheme of Amalgamation dated December 19, 2024 issued by BDO Valuation Advisory LLP, Registered Valuer bearing IBBI Registration no. IBBI/RV-E/02/2019/103 recommending the share entitlement ratios under the draft Scheme (“ Valuation Report ”);

• 2.3 The Revised/Updated Fairness Opinion dated December 19, 2024, issued by Sumedha Fiscal Services Limited, a SEBI registered merchant banker with registration number INM000008753 providing its opinion on the fairness of the share entitlement ratio proposed in the Valuation Report (“ Fairness Opinion ”); and

• 2.4 The Certificate dated December 4, 2024 issued by N.C Rajagopal & Co., the Statutory Auditors of the Transferee Company, certifying that the accounting treatment contained in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act read with the rules framed thereunder or the accounting standards issued by the Institute of Chartered Accountants of India, as applicable and other generally accepted accounting principles.

3. Salient Features of the Scheme

• 3.1 The Scheme, amongst others, contemplates the following:

• (a) the amalgamation of the Transferor Company with and into the Transferee Company on a going concern basis in accordance with Section 2(1B) of the Income-tax Act, 1961 and the consequent issuance of equity shares by the Transferee Company to the shareholders of the Transferor Company under Sections 230 to 232 and other applicable provisions of the Companies Act and the SEBI Scheme Circular.

• (b) The appointed date for the Scheme shall be April 01, 2024 or such other date as may be fixed or approved by the NCLT or such other competent authority;

• (c) various other matters incidental, consequential or otherwise integrally connected therewith.

• (d) The effectiveness of the Scheme is conditional upon fulfilment of certain conditions precedent as provided below:

  • (i) the Stock Exchanges having issued their observation/ no-objection letters as required under the SEBI Listing Regulations read with the SEBI Scheme Circular;

  • (ii) this Scheme being approved by the requisite majorities of the various classes of members and/ or creditors (where applicable) of the respective Companies, in

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accordance with the Act and the SEBI Scheme Circular or dispensation having received from the NCLT in relation to obtaining such approval from the members and/ or creditors or any Applicable Law permitting the respective Companies not to convene the meetings of its members and/or its creditors;

• (iii) the Scheme being approved by requisite of majority public shareholders of the Transferee Company (by way of e-voting) as required under SEBI Scheme Circular and under applicable provision of SEBI Listing Regulations.

• (iv) sanctions and orders under the provisions of Sections 230 to 232 of the Act being obtained from the NCLT;

• (v) the certified copies of the orders of the NCLT approving this Scheme having been filed with the RoC; and

• (vi) the receipt or waiver (where permissible) of any approvals of the governmental authority as may be required under applicable law.

4. Need for the Merger

Megasoft has commenced focusing, amongst others, in the Aerospace and Defence Sector and is in the process of evaluating a few companies for a potential acquisition and intends to provide centralized corporate, technology, finance and leadership/ management support services to such companies.

The need for merger of Sigma into Megasoft is as follows:

For Megasoft:

• Ready access to Sigma’s Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector

• Acquiring a company with a well-established brand & track record with inherent experience and resources in the defence space

• A steady revenue stream from operations would provide a better market acceptance. Also, an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

• This acquisition, while bringing in operational revenues, also bringing in the required platform to move forward with identifying niche technological areas in the defence sector for fresh acquisitions towards diversification and growth.

For Sigma:

• Sigma, while growing steadily, has not been able to take advantage of the boom in the defence sector. Through this merger Sigma can leverage to reach new markets including new geographies.

• The liquidity that Megasoft brings will support Sigma to access new technology areas and talent pool that will enhance it’s R&D and manufacturing capabilities.

• This merger shall unlock the value for its shareholders.

• Sigma shall have access to a wider and experienced Leadership talent.

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5. Rationale of the Scheme

The proposed amalgamation would be in the best interest of the Parties and their respective shareholders, employees, creditors and other stakeholders as the proposed amalgamation will yield advantages as set out inter alia below:

• (i) While Sigma proposes to leverage its position as a recognized design, development and manufacturing house and an approved company in Aerospace and Defence industry, to provide world-class products and services for national and international clients; Megasoft has commenced focusing, amongst others, in the Aerospace and Defence Sector and is in the process of evaluating a few companies for a potential acquisition and intends to provide centralized corporate, technology, finance and leadership/ management support services to such companies. Considering the objective of Megasoft to focus in the Aerospace and Defence sector, this amalgamation is being planned and the Scheme is anticipated to generate synergistic benefits, with both companies gaining from their pooled resources, experience, and skills.

• (ii) Combination of Sigma and Megasoft is entirely complementary to, and enhances the value proposition of Megasoft.

• (iii) The amalgamation is based on leveraging the significant complementarities that exist amongst Sigma and Megasoft. The amalgamation would create meaningful value for various stakeholders including respective shareholders, customers, employees, as the combined business would benefit from increased scale, maximize resource utilization, improve management, and reduction in costs and the ability to drive synergies across revenue opportunities and operating efficiencies amongst others

• (iv) The amalgamation is anticipated to generate synergistic benefits set out at para 6 below, with both Sigma and Megasoft gaining from their pooled resources, experiences, and skills.

6. Synergies of Business to Megasoft & Sigma

The amalgamation is anticipated to generate following synergistic benefits, with both Sigma and Megasoft gaining from their pooled resources, experiences, and skills.

For Megasoft:

• Ready access to Sigma’s Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector

• ● Acquiring a company with a well-established brand & track record with inherent experience and resources in the defence space

• A steady revenue stream from operations would provide a better market acceptance. Also, an existing line of business in the defence area will provide Megasoft with the fundamentals required to go in for future acquisitions in the defence and Aerospace sector.

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• This acquisition, while bringing in operational revenues, also brings in the required platform to move forward with identifying niche technological areas in the defence sector for fresh acquisitions, thereby promoting towards diversification and growth.

For Sigma:

• Sigma, while growing steadily, has not been able to take advantage of the boom in the defence sector. Through this merger, Sigma can leverage to reach new markets including new geographies.

• The liquidity that Megasoft brings will support Sigma to access new technology areas and talent pool that will enhance it’s R&D and manufacturing capabilities.

• This merger shall unlock the value for its shareholders.

• Sigma shall have access to a wider and experienced Leadership talent

7. Impact of Scheme on Shareholders

The amalgamation of Sigma into Megasoft would be immensely value accretive to the shareholders and various stakeholders of Megasoft, including its shareholders, customers, and employees, as the combined business would benefit from: (i) ready access to Sigma’s Defence Business & Technology thereby reducing gestation period of entering into the profitable and high growth defence sector; increased scale; (ii) plug and play of a company with well-established brand & track record with inherent experience and resources in the defence space; and (iii) A steady revenue stream from operations and an existing line of business in the defence area, will provide Megasoft with fundamentals required to go in for future acquisitions in the defence and Aerospace sector,

8. Cost Benefit Analysis of Scheme

• The benefits to Megasoft and its shareholders of amalgamation of Sigma into Megasoft which are detailed in para 4 to 7 above far exceed and out way the cost to Megasoft and its shareholders in terms of dilution of the stake of existing shareholders of Megasoft in Megasoft, as they would benefit immensely over time from the accretion in the overall shareholder value of the Megasoft stemming from the synergies and benefits detailed at paras 4 to 7 above.

9. Valuation Methods Evaluated for the Share Entitlement Ratios

• 9.1 As per the Scheme, in consideration for the proposed amalgamation, the Transferee Company shall issue and allot to the Eligible Member (as defined in the Scheme) on the Record Date (as defined in the Scheme) (or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognised by the Board of the Transferee Company), except where the Sigma Shares (as defined in the Scheme) are held by the Transferee Company, if any, 316 Megasoft Shares (as defined in the Scheme) , credited as fully paid-up, for every 100 Sigma Shares each fully paid-up held by such Eligible Member . The share entitlement ratio is determined as per the Valuation Report which is duly certified by the Fairness Report.

• 9.2 The equity shares of the Transferee Company to be issued and allotted to the shareholders of the Transferor Company as per the aforementioned share entitlement

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ratio (which is in terms of the Valuation Report) are to rank pari passu in all respects with the existing equity shares of the Transferee Company.

• 9.3 Further, N.C Rajagopal & Co., Statutory Auditors of the Company, vide their certificate dated December 4, 2024 have confirmed that the accounting treatment as specified in the draft Scheme is in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India and as notified by MCA, read together with Section 133 of the Companies Act and the Companies (Indian Accounting Standards) Rules, 2015.

10. Review of the Committee

• 10.1 The Transferor Company and the Transferee Company are being considered as ‘related parties’.

• 10.2 In terms of the Scheme, equity shares of the Transferee Company are proposed to be issued and allotted to the shareholders of the Transferee Company.

• 10.3 In terms of paragraphs 10(b) of the SEBI Scheme Circular, the Scheme shall be acted upon only if the votes cast by the public shareholders of the Transferee Company in favour of the Scheme are more than the number of votes cast by the public shareholders against it.

• 10.4 The consideration as set forth in the draft Scheme will be discharged on an ‘arm’s length basis’. The share entitlement ratios for the shares to be allotted pursuant to the Scheme are based on the Valuation Report and the Fairness Opinion. The aforementioned Valuation Report and Fairness Opinion have duly been considered by the Committee.

11. Recommendations of the Committee and Conclusion

• 11.1 In view of the above and taking into consideration the documents presented to the Committee, after due deliberations and due consideration of all the terms of the Scheme, in particular fact that the Scheme is not detrimental to the shareholders of the Company, the Committee unanimously recommends the Scheme for approval by the Board of Directors of the Company, BSE, NSE, the SEBI and other statutory regulatory authorities including the NCLT, Hyderabad Bench.

• 11.2 In the opinion of the members of the Committee present at the meeting, the draft Scheme is in the best interest of all the stakeholders of the Transferee Company including shareholders, customers, lenders and employees and the share exchange ratio as mentioned in the Valuation Report is fair and reasonable.

For and on Behalf of the Audit Committee of MEGASOFT LIMITED

______ Kalyan Vijay Sivalenka Chairman of the Audit Committee DIN: 06404449 Date: December 20, 2024 Place: Hyderabad

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ANNEXURE - S

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To, The General Department of Corporate Services, BSE Limited, 25[th] Floor, BSE Building, P.J Tower, Dalal Street, Fort, Mumbai - 400001 Symbol: 532408

Date: December 24, 2024

Dear Sir/ Madam,

Sub: Report on complaints in terms of Part I(A)(6) of the SEBI Master Circular No., SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 (“SEBI Master Circular”), as amended from time to time.

Ref: Application under Regulation 37 of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 (“Listing Regulations”) for the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“Sigma” or “Amalgamating Company”) with and into Megasoft Limited (“Megasoft” or “Amalgamated Company’) and their respective shareholders (“Scheme”)

We refer to our application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, for the proposed Scheme between the Amalgamating Company, Amalgamated Company and their respective shareholders and creditors.

As per the terms of Para 1(A)(6) of the SEBI Master Circular, the Amalgamated Company is required to submit a Report on Complaints within 7 days of expiry of 21 days from the date of filing of draft Scheme with Stock Exchanges and hosting the same on the websites of Stock Exchanges and the listed entity. The draft Scheme and related documents were hosted/ uploaded on the website of the BSE on November 28, 2024. Given the period of 21 days from the date of hosting of the said documents by BSE on its website has expired on December 18, 2024, we are enclosing herewith the Report on Complaints marked as Annexure I .

Please note the Report on Complaints is also being uploaded on the website of the Company as required under the SEBI Master Circular.

Kindly take the same on your record and provide us with the necessary “No Objection” at the earliest to enable us to file the Scheme with National Company Law Tribunal.

Thanking you, Yours faithfully,

For Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

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Annexure I

Report on Complaints (Period: November 28, 2024 to December 18, 2024)

Part A

	Part A	Part A	Part A
S No	Particulars			Number
1	Number of complaints received directly			NIL
2	Number of complaints forwarded by Stock Exchanges/ SEBI			NIL
3	Number of complaints/comments received (1+2)			NIL
4	Numberofcomplaintsresolved			NotApplicable
5	Number of complaints pending			Not Applicable
	Part B
S No	Name of the complainant	Date of Complaint		Status
	NotApplicable

For Megasoft Limited SIGN

Thakur Vishal Singh Company Secretary & Compliance Officer

Date: December 24, 2024

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ANNEXURE - T

To,

Date: March 10, 2025

The Manager - Listing Compliance National Stock Exchange of India Limited Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Symbol: MEGASOFT

Dear Sir/ Madam,

Sub: Report on complaints in terms of Part I(A)(6) of the SEBI Master Circular No., SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023 (“SEBI Master Circular”), as amended from time to time.

Ref: Application under Regulation 37 of the Securities and Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 (“Listing Regulations”) for the Scheme of Amalgamation of Sigma Advanced Systems Private Limited (“Sigma” or “Amalgamating Company”) with and into Megasoft Limited (“Megasoft” or “Amalgamated Company’) and their respective shareholders (“Scheme”)

We refer to our application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, for the proposed Scheme between the Amalgamating Company, Amalgamated Company and their respective shareholders and creditors.

As per the terms of Para 1(A)(6) of the SEBI Master Circular, the Amalgamated Company is required to submit a Report on Complaints within 7 days of expiry of 21 days from the date of filing of draft Scheme with Stock Exchanges and hosting the same on the websites of Stock Exchanges and the listed entity. The draft Scheme and related documents were hosted/ uploaded on the website of the NSE on February 14, 2025. Given the period of 21 days from the date of hosting of the said documents by NSE on its website has expired on March 7, 2025, we are enclosing herewith the Report on Complaints marked as Annexure I .

Please note the Report on Complaints is also being uploaded on the website of the Company as required under the SEBI Master Circular.

Kindly take the same on your record and provide us with the necessary “No Objection” at the earliest to enable us to file the Scheme with National Company Law Tribunal.

Thanking you, Yours faithfully,

For Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

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Annexure I

Report on Complaints (Period: February 15, 2025 to March 7, 2025)

Part A

	Part A	Part A	Part A
S No	Particulars			Number
1	Number of complaints received directly			NIL
2	Number of complaints forwarded by Stock Exchanges/ SEBI			NIL
3	Number of complaints/comments received (1+2)			NIL
4	Numberofcomplaintsresolved			NotApplicable
5	Number of complaints pending			Not Applicable
	Part B
S No	Name of the complainant	Date of Complaint		Status
	NotApplicable

For Megasoft Limited

Thakur Vishal Singh Company Secretary & Compliance Officer

Date: March 10, 2025

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ANNEXURE - U

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