Megasoft Limited has informed the Exchange regarding Notice of Court Convened General Meeting to be held on August 30, 2025- Intimation pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ).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.
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Megasoft Limited (BSE: 532408, NSE: MEGASOFT) has been directed by the NCLT Chennai Bench-I (order dated July 11, 2025, modified July 16, 2025) to hold a meeting of its equity shareholders on Saturday, August 30, 2025 at 10:00 AM via video conferencing to consider and approve the Scheme of Amalgamation. Under the scheme, Sigma Advanced Systems Private Limited (a private company 100% held by Megasoft's promoters) will merge into Megasoft. The share swap ratio is 3.16, meaning shareholders of Sigma will get 316 Megasoft shares for every 100 Sigma shares held. As a result, promoter shareholding in Megasoft will jump from 35.07% to 72.82%, while public shareholding will fall from 64.93% to 27.18%. EPS is expected to inch up from 1.02 to 1.10 post-merger. Both BSE and NSE had issued no-objection letters on May 16, 2025, and a fairness opinion has been provided by Sumedha Fiscal Services Ltd, with valuation done by BDO Valuation Advisory LLP. Remote e-voting runs from August 26 to August 29, 2025.
This is effectively a reverse merger of a promoter-owned private company into the listed entity, leading to a sharp increase in promoter concentration (from 35% to 73%) and significant dilution for public shareholders. While there is a small EPS accretion, the deal is shareholder-unfriendly on the dilution front, and public investors should weigh the merits of the scheme carefully before voting. The stock may see volatility around the August 30 voting outcome and subsequent NCLT approval.