Megasoft Ltd

AGM details

• AGM held Sept 30, 2026, 10:15–11:10 AM, via VC/OAVM.
• Remote e-voting from Sep 26–29, 2026; voting conducted at AGM.
• Scrutinizer conducted remote and AGM voting.

Key resolutions

• Resolution 1: adopt standalone and consolidated financial statements for year ended Mar 31, 2026.
• Resolution 2: re-appoint Sunil Kumar Kalidindi as director; retires by rotation.

Voting outcome

• Both resolutions passed with requisite majority.
• Res 1: near-unanimous in-favour; minimal against.
• Res 2: near-unanimous in-favour; minimal against.

Governance & auditors

• No auditor changes announced; annual accounts adopted.
• Amalgamation completed; renamed Sigma Advanced Systems; acquisitions noted.

Sigma Advanced Systems Ltd – Intimation of Closure of Trading Window

AGM Details

• 26th AGM held on 30 September 2026 at 10:15 AM IST via VC/OAVM.
• Remote e-voting conducted 26–29 September 2026.
• Quorum present; meeting conducted as per MCA/SEBI circulars.

Resolutions

• Item 1: Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Item 2: Re-appointment of Director Sunil Kumar Kalidindi by rotation.

Voting & Results

• Results to be declared by Scrutinizer's report; deemed passed with requisite majority.

Director Changes

• Director Sunil Kumar Kalidindi by rotation; eligible for re-appointment.

Plant visit notice

• Notice of investor plant visit issued under SEBI LODR Regulation 30.
• Filed by Company Secretary & Compliance Officer Krishna Chaitanya Sadhu.

Plant visit by investors

• Date and venue: 11 Sep 2026 full-day physical plant visit at Sri City, Andhra Pradesh; subject to change.
• Only public-domain information will be shared; no unpublished price-sensitive information will be discussed.

AGM Details

• Date and time: 30 September 2026, 10:00 IST; mode: VC/OAVM.
• Deemed venue: Registered Office; record date for voting: 23 September 2026.

Key Resolutions

• Adoption of standalone financial statements.
• Adoption of consolidated financial statements.
• Appointment/re-appointment of Sunil Kalidindi by rotation.
• Sale/transfer of Extrovis AG to Refex Life Sciences (Special).
• Enhancement of borrowing limits (Special).
• Creation of security on assets (Special).
• Loans/investments/guarantees (Special).
• Appointment and redesignation of Cheemarla Damodar Reddy as Whole-Time Director (Special).
• Appointment of Lt Gen Raju Somashekar Baggavalli as Independent Director (Special).
• Appointment of Amb. Dr. Venkata Nagendra Prasad Thatipamula as Independent Director (Special).
• Appointment of Kartheek Raju Chintalapati as Director (Ordinary).
• Allotment under Scheme of Amalgamation: 10,24,69,664 equity shares (Jan 16, 2026).
• Change of name from Megasoft Limited to Sigma Advanced Systems Limited (Jan 12, 2026).
• Acquisition of Nasmyth Group Limited via subsidiary; completion Oct 31, 2025.

Voting Results

• Extrovis AG sale: 99.87% in favour.
• Borrowing limits: 98.65% in favour.
• Creation of security on assets: 98.65% in favour.
• Loans/investments/guarantees: 98.59% in favour.
• Cheemarla Damodar Reddy WTD: 99.84% in favour.
• Lt Gen Raju Somashekar Baggavalli: 99.99% in favour.
• Amb. Dr. Venkata Nagendra Prasad Thatipamula: 99.99% in favour.
• Kartheek Raju Chintalapati: 99.99% in favour.

Dividend

• Dividend proposed/declared: None for FY2025-26.

Director Changes

• 22 Dec 2025: Cheemarla Damodar Reddy appointed Non-Executive, Non-Independent Director.
• 14 Feb 2026: Redesignated as Whole-Time Director; five-year term; approval 20 Mar 2026.
• 16 Jan 2026: Lt Gen Raju Somashekar Baggavalli appointed Independent Director.
• 16 Mar 2026: Amb. Dr. Venkata Nagendra Prasad Thatipamula added as Independent Director.
• 16 Mar 2026: Kartheek Raju Chintalapati added as Additional Director (Non-Executive, Non-Independent).
• 12 Jan 2026: Name change to Sigma Advanced Systems Limited.

Auditor Appointments

• Statutory auditors: N.C. Rajagopal & Co; appointed at 22nd AGM for five-year term.
• Secretarial auditors: M. Damodaran & Associates LLP; appointed at 25th AGM for five-year term.
• Internal auditors: Vijay Parthasarathy of M/s Vijay R & Co.

Material Related Party Transactions

• All related party transactions were in ordinary course and arm's length; no material RPT disclosed.
• Policy on related party transactions available on company website; details in Annexure-1.

Other Material Approvals

• Scheme of Amalgamation sanctioned by NCLT on 16 Dec 2025; effective 31 Dec 2025.
• Change of name and trading symbol approved by stock exchanges (Feb 2026).
• Share swap allotment under amalgamation completed (Jan 16, 2026).
• Acquisitions: Nasmyth Group Limited completed in Oct 2025; AS Strategic stake acquired (Apr 2026); Bromford acquisition (Jul 2026).

Key developments

• Sri City aerospace facility moved to active production; first batch manufactured.
• Capacity reached 100,000 annual machining hours; nearly 300,000 potential.
• 75,000 sq ft currently operational of 500,000 sq ft campus.
• Shipped first components to Sigma UK; undergoing final verification.
• NADCAP accreditation progress and plan to increase Indian manufacturing share to 70%.
• Target to employ over 500 people within 2–3 years.
• Long-term objective to replicate Sigma UK's capability in India; multi-site footprint planned.
• Sri City selected for rapid capability development and export-focused operations via four ports.
• Remaining campus to add capacity; NADCAP accreditation in progress.

Financials

• Standalone revenue from operations: Rs 15,764.16 lakh, up from Rs 10,735.60 lakh.
• Consolidated revenue from operations: Rs 49,187.74 lakh, up from Rs 10,735.60 lakh.
• Standalone PAT: Rs 20,062.91 lakh, up from Rs 2,529.67 lakh.
• Consolidated PAT: Rs 26,804.31 lakh; prior year loss Rs (1,398.46).
• Standalone EPS: Rs 11.38; Consolidated EPS: Rs 15.21.
• Board did not declare any dividend for FY25-26.
• Q1 FY27: Revenue from operations Rs 374 crore; Operational EBITDA Rs 61 crore; margin 16%.
• Consolidated net cash flow: Rs 1,075.83 lakh as of year end.
• One-off gains contributed about Rs 268 crore; Rs 260 crore from property sale and Extrovis divestment.
• Order book stands at Rs 8,000 crore as of April 2026; aerospace ~75% of book.

Strategic developments

• NCLT sanctioned amalgamation of Sigma Advanced Systems Private Limited with Megasoft Limited; effective 31 Dec 2025.
• Company renamed to Sigma Advanced Systems Limited on 12 Jan 2026; swap ratio 316:100 issued.
• Nasmyth Group Limited acquired by Sigma Advanced Systems UK Ltd; completed 31 Oct 2025.
• 51% stake in AS Strategic Private Limited acquired for Rs 20 crore; completed 10 Feb 2026.
• Bromford Precision Solutions Limited acquired on 22 Jul 2026.
• Sri City manufacturing facility online in FY27; transfer of qualified work to India planned.
• Rolling up UK/India platform to accelerate global programme participation.

Acquisitions & integration

• Nasmyth UK Limited acquired; strengthens UK aerospace manufacturing base.
• AS Strategic 51% stake adds European/NATO programme access.
• Bromford adds aero-engine rings and precision capabilities; strengthens Rolls-Royce supply chain.
• Integration pursued in phased manner to preserve cultures and certifications.

Market position & footprint

• Order book Rs 8,000 crore as of April 2026; ~75% aerospace exposure.
• Two-thirds of aerospace order book in aero-engine segment.
• Geography: operations across India and the UK; eight UK locations; 700+ employees.
• International orders constitute 90%+ of total order book.
• Participates across components to sub-systems; deep relationships with Rolls-Royce, Airbus, Boeing, GE, Safran.

Capital structure & liquidity

• Authorised share capital increased to Rs 250 crore.
• Paid-up equity capital increased to Rs 1,76,23,97,050 (Rs 176.24 crore).
• Consolidated debt stands at Rs 30,038.90 lakh; debt-to-equity ratio ~0.64.
• Consolidated cash and cash equivalents at Rs 2,075.64 lakh.
• Total equity: Rs 46,840.55 lakh; total assets: Rs 1,05,912.99 lakh.

Governance & oversight

• Board met 12 times; independent directors held separate session.
• Cheemarla Damodar Reddy appointed Whole-Time Director (Executive, Promoter) on 14 Feb 2026.
• Lt. Gen. Raju Somashekar Baggavalli appointed Independent Director from 16 Jan 2026.
• Amb. Dr. Venkata Nagendra Prasad Thatipamula and Kartheek Raju Chintalapati appointed Additional Directors in 2026.
• 26th AGM scheduled for 30 Sep 2026; VC/OAVM; remote e-voting via CDSL.

Corporate social responsibility

• CSR expenditure: Rs 18,06,697 for 2025-26.
• CSR beneficiaries include United Social Welfare Association, Signature Foundation Ek Badalti Soch, Mahavir International Foundation etc.

Outlook & risks

• Global A&D backlogs remain elevated; large multi-year programmes expected to sustain growth.
• India's defence modernisation and Make in India push expand domestic opportunities.
• Indigenisation and localisation reduce import dependence; private participation rising.
• Key risks: technology obsolescence, programme execution, geopolitics, supply chain resilience.

AGM notice and voting actions

• Approved the AGM notice and Directors' Report for FY ended 31 March 2026.
• Fixed 26th AGM date/time/venue: 30 Sep 2026, 10:00 IST, via VC/OAVM.
• Set cut-off date for e-voting at 23 Sep 2026.
• Remote e-voting window: 26 Sep 2026, 09:00 IST to 29 Sep 2026, 17:00 IST.
• Appointed Mr. M. Damodaran as e-voting scrutinizer.