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SIGMA ADVANCED SYSTEMS LIMITED Proxy Solicitation & Information Statement 2026

May 27, 2026

62603_rns_2026-05-27_d6878fe6-cc5c-4923-94ce-152d9a54f1d5.pdf

Proxy Solicitation & Information Statement

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SIGMA ADVANCED SYSTEMS

SIGMA ADVANCED SYSTEMS LIMITED

CIN: L24100TN1999PLC042730

Survey No 1/1, Plot No 24/A, Hardware Park, Srisailam Road

Kancha Imarat, Raviryala Village, Maheswaram Mandal

Hyderabad, 501510 Telangana, India

Tel: +91 40 69652222

Website: www.sigmaadvsys.com, Email: [email protected]

To,

Date: May 27, 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 Reappointment of Mr. Sivalenka Kalyan Vijay (DIN: 06404449), as an Independent Director (Non-Executive) of the Company for a Second Term of Five Consecutive years w.e.f June 28, 2026. 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, May 22, 2026. The e-voting period will commence on Thursday, May 28, 2026 at 9.00 a.m and ends on Friday, June 26, 2026 at 5.00 p.m. The Postal Ballot Notice is also available on the website of the Company at https://sigmaadvsys.com/investors-services/announcements/

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)

Sadhu Krishna Chaitanya
Digitally signed by Sadhu Krishna Chaitanya
Date: 2026.05.27 12:13:00 +05'30'

Krishna Chaitanya Sadhu
Company Secretary & Compliance Officer

Registered Office

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


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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: [email protected]
https://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 re-enactment(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 3rd 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 Reappointment of Mr. Sivalenka Kalyan Vijay (DIN: 06404449), as an Independent Director (Non-Executive) of the Company for a Second Term of Five Consecutive years w.e.f June 28, 2026.

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


"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) and the Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sivalenka Kalyan Vijay (DIN: 06404449) who was reappointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee as an Independent Director (Non-Executive), who has submitted a declaration that he meets the criteria of Independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations be and is hereby reappointed as an Independent Director (Non-Executive) of the Company, not liable to retire by rotation, for a Second term of five consecutive years commencing from June 28, 2026 up to June 27, 2031."

"RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations Mr. Sivalenka Kalyan Vijay (DIN: 06404449), be paid such fees and profit-related commission as the Board may approve from time to time and subject to such limits prescribed from time to time."

"RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

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

Place: Hyderabad
Date: May 27, 2026

Sd/-
Krishna Chaitanya Sadhu
Company Secretary & Compliance Officer

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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, May 22, 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/investors-services/announcements/, 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, May 28, 2026 and ends at 17.00 hours IST on Friday, June 26, 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 at least 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, June 26, 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.


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

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 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, May 28, 2026 from 9:00 a.m. (IST) and ends on Friday, June 26, 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, May 22, 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 09th 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.

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

Pursuant to abovesaid SEBI Circular, Login method for e-Voting 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 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 system of all e-Voting Service Providers. |
| Individual Shareholders holding securities in demat mode with NSDL 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: |

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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 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
Individual Shareholders holding securities in Demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk. [email protected] or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] 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:


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 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.
OR Date of Birth (DOB) 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.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • 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 wrong mapping.
  • 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.

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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 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.


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EXPLANATORY STATEMENT

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

Item No. 1: To approve the Reappointment of Mr. Sivalenka Kalyan Vijay (DIN: 06404449), as an Independent Director (Non-Executive) of the Company for a Second Term of Five Consecutive years w.e.f June 28, 2026.

The first term of Mr. Sivalenka Kalyan Vijay as an Independent Director (Non-Executive) is set to expire on June 27, 2026. In this regard, after considering his knowledge, acumen, expertise, experience, performance evaluation and the substantial contribution made by him during his first term as an Independent Director and accordingly based on the recommendation of Nomination and Remuneration Committee, the board of directors is of the opinion that he fulfill the skills and capabilities as required in the Act and Listing Regulations and his continued association as an Independent Director (Non-Executive) of the Company would be of immense benefit to the Company.

Further, looking at the Company’s strategic growth and plans for expansion within the Aerospace and Defence sector, his reappointment is intended to enhance the collective expertise at the leadership level, strengthen the governance framework and provide strategic direction for the Company. This reappointment 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 its meeting dated May 25, 2026, based on the recommendation of Nomination and Remuneration Committee (NRC) and subject to the approval of the shareholders within three (3) months thereof, reappointed Mr. Sivalenka Kalyan Vijay (DIN: 06404449), as an Independent Director (Non-Executive) of the Company with effect from June 28, 2026 up to June 27, 2031.

Mr. Sivalenka Kalyan Vijay is not disqualified from being reappointed as a director in terms of Section 164 of the Act. He has confirmed that he is not debarred from holding the office of director by virtue of any order from SEBI or any such authority and has given his consent to act as Director of the Company. The Company has also received a declaration from him that he meets the criteria of independence as prescribed, under Section 149(6) of the Act and under the Regulation 16(1)(b) of SEBI Listing Regulations.

The Nomination and Remuneration Committee (NRC) had previously finalised the desired attributes for the selection of the Independent Director(s) such as experience, expertise and independence, etc. Based on those attributes, the NRC recommended the reappointment of Mr. Sivalenka Kalyan Vijay.

Mr. Sivalenka Kalyan Vijay is an accomplished professional. He is the Founder & MD of Springforth. He is a successful entrepreneur who established Springforth Investment Managers & Springforth Capital Advisors with a view to build a mid-market framed investment firm. Kalyan has vast experience in investments, entrepreneurship, mentoring, corporate finance, private wealth management & i-banking, and had prior corporate experience with reputed banks like CITI, HDFC & Kotak Mahindra. A judicious finance & investment advisory professional who believes in strong ethical & professional conduct of business. Kalyan has been actively mentoring & consulting organizations through his sharp business instincts & wide network that helps put clients & the organizations on strategic optima.

The Board noted that Mr. Sivalenka Kalyan Vijay’s background and experience are aligned to the role and capabilities identified by the Nomination and Remuneration Committee (NRC) and that he is eligible for reappointment as an Independent Director.

The Board has taken on record the declarations submitted by him after undertaking due verification of the same and is of the opinion that Mr. Sivalenka Kalyan Vijay possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be beneficial to have his continued association


with the Company as an Independent Director of the Company.

Pursuant to section 152 read with Schedule IV to the Act, in the opinion of the Board, the proposed reappointment fulfils the conditions specified under the Act and the rules made thereunder and the applicable provisions of SEBI Listing Regulations and is independent of the Management.

Mr. Sivalenka Kalyan Vijay 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.

Mr. Sivalenka Kalyan Vijay has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs ('IICA').

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company, subject to approval of shareholders at the general meeting. Further, as per Regulation 25 of the SEBI Listing Regulations, the appointment of independent director of a listed entity shall be subject to the approval of shareholders by way of a Special Resolution. 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 / reappointment 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.

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 reappointment of Mr. Sivalenka Kalyan Vijay as an Independent Director with effect from June 28, 2026 up to June 27, 2031.

Brief profile and other requisite information of Mr. Sivalenka Kalyan Vijay, 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. Sivalenka Kalyan Vijay is directly or indirectly concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 1 of the Notice.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC) considers the reappointment of Mr. Sivalenka Kalyan Vijay as an Independent Director in the interest of the Company and recommends the Special Resolution set out at Item No. 1 of the Notice for approval by members.

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

Place: Hyderabad
Date: May 27, 2026

Sd/-
Krishna Chaitanya Sadhu
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 Director:

1. Mr. Sivalenka Kalyan Vijay

Mr. Sivalenka Kalyan Vijay, CFA is the Founder & MD of Springforth. He is a successful entrepreneur who established Springforth Investment Managers & Springforth Capital Advisors with a view to build a mid-market framed investment firm.

Kalyan has vast experience in investments, entrepreneurship, mentoring, corporate finance, private wealth management & i-banking, and had prior corporate experience with reputed banks like CITI, HDFC & Kotak Mahindra.

A judicious finance & investment advisory professional who believes in strong ethical & professional conduct of business. Kalyan has been actively mentoring & consulting organizations through his sharp business instincts & wide network that helps put clients & the organizations on strategic optima.

Kalyan is a Charter holder from CFA Institute, USA, Co-chair of Programming & Continuing education, CFA Society India & Charter member of TiE. He was pre-placement mentor for IIT-Chennai & guest lecturer at various Business Schools.

Apart from being an academician & executor, he is an accomplished orator, enjoys theatre & traveling. He has a voracious appetite for learning & is fascinated by the domains of Behavioral Economics & Financial Quant.

He is also a Managing Partner at Hyderabad Angels Ventures Advisory Private Limited that Manages Hyderabad Angels Fund.

Other information about the Re-appointee as on the date of this Notice is as follows:

S No. Particulars Details
1. Name of Director Mr. Sivalenka Kalyan Vijay
2. DIN 06404449
3. Date of Birth 02/05/1980
4. Age 46 Years
5. Date of First Appointment as Independent Director June 28, 2021
6. Qualifications Charter holder from CFA Institute, USA
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 in extensive strategic leadership experience to the Company’s operations.
9. Terms and conditions of reappointment As mentioned in the statement annexed to the Notice

10. Details of remuneration / Sitting fee drawn for the FY 2025-26 Rs. 6.50 Lakhs as sitting fee towards attending the Committee / Board Meetings during the FY 2025-26.
11. Details of remuneration / Sitting fee sought to be paid He will be eligible for payment of sitting fees and commission, as payable to other non-executive directors of the Company as per the Criteria for Making Payment to Non-Executive Directors of the Company.
12. Shareholding in the Company as on the date of the Notice (including shareholding as a beneficial owner) Nil
13. Directorships in listed Companies and other directorships S No. Name of the Company
i) Sigma Advanced Systems Limited
ii) Hyderabad Angels Ventures Advisory Private Limited
iii) Antrep Invest Private Limited
iv) Springforth Capital Advisors Private Limited
v) Springforth Investment Managers Private Limited
vi) Spherexx Artificial Intelligence Private Limited
vii) Evans Electric 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. 12/12
16. Inter-se relationship with other Directors and Key Managerial Personnel of the Company He is not related to any of the Directors or Key Managerial Personnel of the Company.
17. Chairman / Members of the Committee of the Board of Sigma Advanced Systems Limited Chairperson of Audit/ Risk & Compliance Committee & Stakeholders' Relationship Committee Member of Nomination & Remuneration Committee
18. Membership/Chairmanship of Committees of other Boards Evans Electric Limited
a) Audit Committee- Member
b) Nomination & Remuneration Committee- Member
c) Stakeholder Relationship Committee- Chairperson

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