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SIGMA ADVANCED SYSTEMS LIMITED Proxy Solicitation & Information Statement 2026

Feb 18, 2026

62603_rns_2026-02-18_f104e5c3-23b2-4252-a651-82cec02cc07f.pdf

Proxy Solicitation & Information Statement

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To, Date: February 18, 2026 Date: February 18, 2026
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: SIGMAADV

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice for seeking consent of Members on the following item:

Item
No.
Agenda Item Type of Resolution
1. To approve the appointment and re-designation of Mr. Cheemarla
Damodar Reddy (DIN: 01643638) as Whole-Time Director
(Executive, Promoter Category) of the Company for a term of five
consecutive years w.e.f. February 14, 2026 and fix remuneration
thereof
Special Resolution
The Postal Ballot Notice is being sent electronically to the Members whose e-mail address are registered
with the Company / Registrar and Share Transfer Agent (RTA) / Depositories / Depository Participants as
on the cut-off date i.e.,Friday, February 13, 2026. The e-voting period will commence on Thursday,
February 19, 2026 at 9.00 a.m and ends on Friday, March 20, 2026 at 5.00 p.m. The Postal Ballot
Notice is also available on the website of the Company athttps://sigmaadvsys.com/investor-services/

The Notice is also accessible from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

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

Thanking you,

For Sigma Advanced Systems Limited

(Formerly Megasoft Limited)

THAKUR Digitally signed by VISHAL THAKUR VISHAL SINGH Date: 2026.02.18 SINGH 11:39:41 +05'30'

……………………………….

Thakur Vishal Singh Company Secretary & Compliance Officer

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SIGMA ADVANCED SYSTEMS LIMITED (FORMERLY MEGASOFT LIMITED) CIN: L24100TN1999PLC042730

No. 43/1 (# 129 to # 140), Prestige Palladium, 8th Floor, Greams Road, Nungambakkam, Chennai, 600006, Tamil Nadu, India.

[email protected] www.sigmaadvsys.com

POSTAL BALLOT NOTICE

[PURSUANT TO SECTIONS 110 AND 108 OF THE COMPANIES ACT, 2013 READ WITH RULES 22 AND 20 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND AMENDMENTS THERETO]

Dear Members,

NOTICE is hereby given that pursuant to the provisions of Sections 110 and 108 of the Companies Act, 2013 (the ‘Act’) read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 and amendments thereto, Secretarial Standard-2 on General Meetings (the ‘SS-2’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the ‘MCA’), vide Circular No. 14/2020 dated April 8, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No. 2/2022 dated May 05,2022, Circular No. 10/2022 and Circular No. 11/2022 dated December 28,2022, Circular No. 02/2021 dated January, 13, 2021 and General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 and No. 03/2025 dated September 22, 2025 read along with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 and other connected circulars issued from time to time in this regard (the ‘MCA Circulars’) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), the items as set out in this Notice are proposed for consideration by the Members of Sigma Advanced Systems Limited (the ‘Company’) and for approval by means of Postal Ballot by voting through electronic means (‘remote e-voting’) only.

SPECIAL BUSINESS

1. To approve the appointment and re-designation of Mr. Cheemarla Damodar Reddy (DIN: 01643638) as Whole-Time Director (Executive, Promoter Category) of the Company for a term of five consecutive years w.e.f. February 14, 2026 and fix remuneration thereof.

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

Page 1 of 14

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 read with the Schedule V of the Companies Act, 2013, Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including the rules, notifications, circulars, guidelines etc. issued thereunder) ("Companies Act") read with applicable guidelines issued by the Central Government, from time to time, and SEBI (LODR) Regulations & all other applicable statutes, laws, rules, regulations, guidelines, circulars etc. issued by other appropriate authority(ies), if any (including any statutory amendment or modification or re-enactment thereof, for the time being in force) and in line with the memorandum and articles of association, and/or such other approvals as may be required under the provisions of the applicable laws, the consent of shareholders is hereby accorded for appointment and re-designation of Mr. Cheemarla Damodar Reddy (DIN: 01643638) as Whole-Time Director (Executive, Promoter Category) of the Company, liable to retire by rotation, for a term of five consecutive years w.e.f. February 14, 2026”

“RESOLVED FURTHER THAT the payment of remuneration to Mr. Cheemarla Damodar Reddy, in his capacity as Whole-Time Director (Executive, Promoter Category), comprising salary, perquisites, allowances, and other benefits, within the overall limits prescribed under Section 197 of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015, as set out hereunder:

Salary - INR. 80 Lakhs per annum which is inclusive of all allowances/benefits/perquisites and exclusive of any form of reimbursement of expenses incurred on behalf of the Company w.e.f. Date of approval of the shareholders.”

“RESOLVED FURTHER THAT the remuneration as approved by the shareholders as stated above shall be paid to Mr. Cheemarla Damodar Reddy, Whole-Time Director (Executive, Promoter Category) of the Company even in the absence of adequacy of profits in any financial year during his tenure of office, subject to the provisions of Schedule-V of the Companies Act, 2013”.

“RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to sign necessary documents to give effect to this Resolution including filing of necessary forms/ returns/ intimations/ disclosures with the Ministry of Corporate Affairs and other regulatory authorities.”

By order of the Board of Directors For Sigma Advanced Systems Limited (Formerly Megasoft Limited)

Sd/-

Place: Hyderabad Date: February 18, 2026

…….………………. Thakur Vishal Singh Company Secretary & Compliance Officer

Page 2 of 14

NOTES:

  1. The Explanatory Statements and reasons for the proposed Special Resolution pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below.

  2. The Company has appointed Mr. M. Damodaran, Managing Partner of M/s M. Damodaran & Associates LLP, (COP 5081) Practicing Company Secretaries, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

  3. Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 read with Circular No.22/2020 dated June 15,2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31,2020 and Circular No. 10/2021 dated June 23, 2021 and Circular No. 20/2021 dated December 08,2021 and Circular No. 9/2024 dated September 19, 2024 and No. 03/2025 dated September 22, 2025 (collectively as “MCA Circulars”), pursuant to Covid-19 pandemic and advised companies to conduct postal ballot by sending e-mails to all its members who have registered their email addresses with the Company or depository/ depository participants. Accordingly, this notice is being sent to members who have registered their email addresses. In accordance with the aforesaid circulars, physical copy of the Notice along with Postal Ballot form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-voting only.

  4. The Members, whose names appear in the Register of Members / List of Beneficial Owners as on Friday, February 13, 2026 , being the cut-off date, are entitled to vote on the Resolution set forth in this Notice. A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

  5. In compliance with provisions of Section 110 and other applicable provisions of the Act read with the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating e-voting to enable the Shareholders to cast their votes electronically.

  6. The members are requested to register/update their email addresses in respect of electronic holdings with the Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent Cameo Corporate Services Limited at “Subramanian Building” 1, Club House Road, Chennai-600002.

  7. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at https://sigmaadvsys.com/investor-services/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

  8. The voting period begins at 9.00 hours IST on Thursday, February 19, 2026 and ends at 17.00 hours IST on Friday, March 20, 2026. The e-voting module shall be disabled by Central Depository Services (India) Limited for voting thereafter.

  9. The Scrutinizer shall immediately after the conclusion of the e-voting period unblock the votes in presence of atleast two witnesses not in the employment of the organization and will submit his report to the Executive Director/ Company Secretary of the Company after completion of the scrutiny and the results of the voting by Postal Ballot. The Resolution, if passed by requisite majority shall be deemed to have been passed on Friday, March 20, 2026 , being the last date specified by the Company for receipt of duly completed Postal ballot e-voting.

  10. The declared results along with the report of the scrutinizer shall be forwarded to the BSE Limited and National Stock Exchange of India Limited and shall be uploaded on the website of the Company i.e., https://sigmaadvsys.com within 2 working days of conclusion of postal ballot process.

  11. In case of any queries regarding postal ballot, the members may write to [email protected] to receive an email response.

  12. The instructions for Shareholders for e-voting are as under:

  13. i. 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

Page 3 of 14

  • 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 non-institutional shareholders/ retail shareholders is at a negligible level.

  • ii. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facilities to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

  • iii. 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.

  • iv. 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 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.

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING ARE AS UNDER:

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.

The voting period begins on Thursday, February 19, 2026 from 9:00 a.m. (IST) and ends on Friday, March 20, 2026 at 17:00 p.m. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, February 13, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • i. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09[th] December 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 non-institutional shareholders/retail shareholders is at a negligible level.

  • ii. 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.

  • iii. 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.

  • i. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09[th] December 2020

Page 4 of 14

on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat 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 f or Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method
Individual Shareholders
holding
securities
in
Demat mode withCDSL
Depository
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.
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 e-voting 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.
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. 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 e-voting is in progress and also able to directly access the
systemof alle-Voting ServiceProviders.
Individual Shareholders
holding
securities
in
demat mode withNSDL
Depository
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 “Beneficial 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.
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 Visit the e-Voting
website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ eitheronaPersonalComputeroronamobile.

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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 Verification 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

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 Members facing any technical issue in login can Individual Shareholders holding contact CDSL helpdesk by sending a request at securities in Demat mode with CDSL helpdesk. [email protected] or contact at toll free no. 1800 21 09911 Members facing any technical issue in login can Individual Shareholders holding contact NSDL helpdesk by sending a request at securities in Demat mode with NSDL evoting@nsdl. co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

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

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

  • iii) Click on “Shareholders” module.

  • iv) Now enter your User ID

  • a) For CDSL: 16 digits beneficiary ID,

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

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

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

  • vii) 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.

  • viii) If you are a first-time user follow the steps given below:

Page 6 of 14

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 field.

ix) After entering these details appropriately, click on “SUBMIT” tab.

  • x) 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.

  • xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the

  • resolutions contained in this Notice. xii) Click on the EVSN for the relevant Sigma Advanced Systems Limited on which you choose to vote.

  • xiii) 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.

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

  • xv) 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.

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

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

  • page.

  • xviii) 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.

  • xix) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

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

  • 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.

  • Page 7 of 14

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed

  • 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.

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

  • 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.

  • 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; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Page 8 of 14

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 through Depository.

  4. If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e- Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911.

  5. 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 [email protected] or call toll free no. 1800 21 09911.

Page 9 of 14

EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

Item No. 1 - To approve the appointment and re-designation of Mr. Cheemarla Damodar Reddy - (DIN: 01643638) as Whole Time Director (Executive, Promoter Category) of the Company for a term of five consecutive years w.e.f. February 14, 2026 and fix remuneration thereof.

Looking at the Company’s strategic growth and plans for expansion within the Aerospace and Defence sector, the Company has taken the aforesaid individual on the Board of Directors. His appointment is intended to enhance the collective expertise at the leadership level, strengthen the governance framework and provide strategic direction for the Company. This induction complements the existing Leadership Team and will enable the Company to effectively pursue emerging opportunities and address regulatory and operational complexities in this specialized industry.

The Board vide Circular Resolution dated December 22, 2025, based on the recommendation of Nomination and Remuneration Committee (NRC) and subject to the approval of the shareholders within three (3) months from the date of Appointment, appointed Mr. Cheemarla Damodar Reddy, as an Additional, Non-Executive, Non-Independent Director of the Company with effect from December 22, 2025.

Further, the Board of Directors in its Board Meeting dated February 14, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC), approved the appointment and re-designation from Non-Executive Director to Whole-Time Director (Executive, Promoter Category) of the Company.

Mr. Cheemarla Damodar Reddy is not disqualified from being appointed as a director in terms of Section 164 of the Act. The Company has also received the required declaration from him as prescribed under the Companies Act, 2013.

Based on those attributes, the NRC recommended the candidature of Mr. Cheemarla Damodar Reddy. He is an accomplished professional with extensive expertise in technical project management, strategic business development, and organizational leadership, and is widely recognized within the Indian Defence and Aerospace ecosystem. The Board noted that Mr. Cheemarla Damodar Reddy’s background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as Whole-Time Director (Executive, Promoter Category).

The Board has taken on record the declarations submitted by him and after undertaking due veracity of the same is of the opinion that Mr. Cheemarla Damodar Reddy possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be beneficial to have his association with the Company as Whole-Time Director (Executive, Promoter Category) Director of the Company.

Mr. Cheemarla Damodar Reddy has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, as per Regulation 17(1C) of the SEBI Listing Regulations, a listed entity shall ensure that approval of shareholders by way of special resolution for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Page 10 of 14

Therefore, having received the requisite notice under section 160(1) of the Act, it is proposed to seek approval of shareholders by way of a Special Resolution through this postal ballot for appointment and redesignation of Mr. Cheemarla Damodar Reddy as Whole-Time Director (Executive, Promoter Category) with effect from February 14, 2026 .

Brief profile and other requisite information of Mr. Cheemarla Damodar Reddy, pursuant to Regulation 36(3) of the SEBI Listing Regulations and SS-2, as on date of Notice, are given in Annexure A .

None of the Directors or Key Managerial Personnel or their relatives, except Mr. Cheemarla Damodar Reddy and his relatives are directly or indirectly concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice.

The Board of Directors, based on the recommendation of the NRC considers the appointment of Mr. Cheemarla Damodar Reddy as Whole-Time Director (Executive, Promoter Category) in the interest of the Company and recommends the Special Resolution set out at Item No. 1 of the Notice for approval by members.

The information in respect of the Company and the Managerial Personnel in respect of item No. 1 as per SCHEDULE-V of the Companies Act, 2013:

1. GENERAL INFORMATION:

  • i. Nature of Industry: Defence & Aerospace

  • ii. Date or expected date of commencement of commercial production: The Company has already commenced its business activities.

  • iii. In case of new companies, expected date of commencement of activities as per project approved by the FIs appearing in the prospectus: Not Applicable

  • iv. Foreign Investment or collaborations, if any: Not Applicable

2. INFORMATION ABOUT THE APPOINTEE

Particulars Item No. 1
Background Details Mr.Cheemarla Damodar Reddy is a highly
accomplished professional with over 37 years of
distinguished experience in the field of
Electronics and Communication,
He brings extensive expertise in technical
project
management,
strategic
business
development, and organizational leadership, and
is widely recognized within the Indian Defence
and Aerospace ecosystem.
During the early stages of his career, Dr. Reddy
worked in the United States and Canada, where
he played a pivotal role in the transfer of
advanced
technologies,
particularly
in
embedded systems, data acquisition systems,
and lead the successful execution of several
high-impact programmes for the Defence and
Aerospace sector.
Past Remuneration Thisistheinitial appointment

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Recognition or Awards His distinguished experience in the field of
Electronics
and
Communication
and
his
experience of more than three decades as an
entrepreneur is well recognized in the industry.
He is also widely recognized within the Indian
Defence and Aerospace ecosystem.
Job Profile and his suitability Subject
to
superintendence,
control
and
direction of the Board, Mr. Cheemarla Damodar
Reddy shall manage and superintend the
electronics side of business affairs of the
Company and do all such lawful acts and things
in
relation
to
such
management
and
superintendence as he shall think fit and
reasonable. He has a very rich experience in this
area.
Comparative
remuneration
profile with respect to industry,
size of the Company, profile of
the position and person
The Remuneration proposed is commensurate
with the industry and keeping in mind the rich
experience
he
is
having
and
future
responsibilities of the job, the salary proposed is
justified.
Pecuniary relationship directly
or indirectly with the Company
or
relationship
with
the
managerialpersonnel,if any
Besides the remuneration, Mr. Cheemarla
Damodar Reddy does not have any other
pecuniary relationship with the company

3. Other information:

i. Reasons of loss or inadequate profits: NA

ii. Steps taken or proposed to be taken for improvement: NA

iii. Expected increase in productivity and profits in measurable terms: NA

By order of the Board of Directors For Sigma Advanced Systems Limited (Formerly Megasoft Limited)

Place: Hyderabad Date: February 18, 2026

Sd/-

.…………………… . Thakur Vishal Singh Company Secretary & Compliance Officer

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Annexure A

- Details as per SS 2 and Regulation 36(3) of the SEBI Listing Regulations

Brief Profile of the Directors:

1. Mr. Cheemarla Damodar Reddy

Dr. Cheemarla Damodar Reddy is a highly accomplished professional with over 37 years of distinguished experience in the field of Electronics and Communication, including more than three decades as an entrepreneur and Founder Director of Sigma Advanced Systems.

He brings extensive expertise in technical project management, strategic business development and organizational leadership, and is widely recognized within the Indian Defence and Aerospace ecosystem.

During the early stages of his career, Dr. Reddy worked in the United States and Canada, where he played a pivotal role in the transfer of advanced technologies, particularly in embedded systems, data acquisition systems, and lead the successful execution of several high-impact programmes for the Defence and Aerospace sector.

Other information about the appointee(s) as on the date of this Notice is as follows:

Sr.
No
Particulars Details
1. Name of Director Mr. Cheemarla Damodar Reddy
2. DIN 01643638
3. Date of Birth 01/03/1967
4. Age 58 Years
5. Date of first appointment on the Board December 22, 2025
6. Qualifications M.Tech(Embedded Systems), (Ph.d)
7. Skills and capabilities required for the role
and the manner in which the Directors meet
the requirements
As mentioned in the explanatory statement annexed to the Notice
8. Expertise in specific functional areas He brings extensive expertise in technical project management,
strategic business development, and organizational leadership and is
widely recognized within the Indian Defence and Aerospace
ecosystem.

Page 13 of 14

9. Terms and conditions ofappointment Asmentionedinthe statement annexed to the Notice
10. Details of remuneration last drawn Nil
11. Details of remuneration sought to be paid As mentioned in the statement annexed to the explanatory statement.
12. Shareholding in the Company as on the date
of the Notice (including shareholding as a
beneficialowner)
75,42,079
13. Directorships in listed Companies and other
directorships
Indorus Systems Private Limited
14. Listed entities from which the Director has
resigned from Directorship in last 3 (three)
years
Nil
15. Number of Board meetings attended during
FY 2025-26.
4
16. Inter-se relationship with other Directors and
KeyManagerial Personnelofthe Company
He is not related to any of the Directors or Key Managerial Personnel
ofthe Company.
17. Chairman / Members of the Committee of the
Board ofSigmaAdvanced SystemsLimited
Nil
18. Membership/Chairmanship of Committees of
other Boards
Nil

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