General Updates

June 26, 2026 Manager - Listing Compliance Manager - Listing Compliance BSE Limited National Stock Exchange of India Ltd. Floor 25, P J Towers, Dalal Street Exchange Plaza, C-1, Block G, Mumbai -400 001 Bandra Kurla Complex, Bandra (East) Mumbai-400051 Scrip code: 532640 Symbol: CYBERMEDIA Sub.: Intimation regarding receipt of Observation Letters from BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) in relation to Scheme of Merger between Cyber Media Research & Services Limited (‘Transferor Company’) and Cyber Media (India) Limited (‘Transferee Company’) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Ref.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Dear Sir/Madam, In continuation of our earlier intimation dated January 24, 2026, wherein it was informed that the Board of Directors of the Company had approved the Scheme subject to receipt of necessary regulatory and other approvals, as may be required. The Company, thereafter, filed the application with BSE and NSE, respectively, under Regulation 37 of the Listing Regulations on January 31, 2026 seeking their Observation / No Objection to the proposed Scheme. In this regard, we would like to inform that the Company has received Observation Letter with “no adverse observations” from BSE on June 25, 2026 and Observation Letter with “No objection” from NSE on June 25, 2026 as required under Regulation 37 of the Listing Regulations in relation to the Scheme. The copies of Observation Letters of BSE and NSE are enclosed herewith. The said letters are also available on the website of the Company at https://cybermedia.co.in/, https://www.cmrsl.net/. The Scheme remains subject to receipt of applicable regulatory and other approvals. Yours truly, For Cyber Media (India) Limited Anoop Singh Company Secretary M. No. F8264 Ref: NSE/LIST/53238/53239 June 25, 2026 The Company Secretary Dear Sir /Madam, Sub: Observation Letter for draft scheme of Merger by Absorption of Cyber Media Research & Services Limited (“Transferor Company” or “CMRSL”) with Cyber Media (India) Limited (“Transferee Company” or “CMIL”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.. We are in receipt of the captioned draft scheme filed by Cyber Media Research & Services Limited and Cyber Media (India) Limited. Based on our letter reference no. NSE/LIST/ 53238/53239 dated March 23, 2026, submitted to SEBI pursuant to SEBI Master Circular No - SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with Regulation 37, 94(2) and 94A (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated June 25, 2026, has inter alia given the following comment(s) on the draft scheme of arrangement: a) The Companies shall ensure that the proposed Scheme of Arrangement is in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. b) The Companies shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Companies, their promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme. c) The Companies shall ensure that additional information, if any, submitted by the Companies after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the website(s) of the listed companies. d) The Companies 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 Transferee Company. e) The Companies 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. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Thu, Jun 25, 2026 12:24:08 IST Location: NSE Non-Confidential Continuation Sheet Ref: NSE/LIST/53238/53239 June 25, 2026 f) The Companies 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 Companies shall ensure that the details of the proposed scheme under consideration as provided by the Companies to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders. h) The Companies 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 Companies shall ensure that the "Scheme" shall be acted upon subject to the applicants complying with the relevant clauses mentioned in the scheme document. j) The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s). k) The Companies 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 Companies shall ensue 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 Companies shall ensure to comply with all the 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 to 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. Small explanation of the scheme. 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. Latest financials of CMIL and CMRSL 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. This Document is Digitally Signed Signer: SAILI MOHAN KAMBLE Date: Thu, Jun 25, 2026 12:24:08 IST Location: NSE Continuation Sheet Ref: NSE/LIST/53238/53239 June 25, 2026 v. Pre and Post scheme shareholding of CMIL and CMRSL 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. vi. Capital Build-up of CMIL and CMRSL for last 3 years. vii. Details of Revenue, PAT and EBIDTA of CMIL and CMRSL for last 3 years. viii. Value of Assets and liabilities of CMRSL that are being transferred to CMIL and post- amalgamation balance sheet of CMIL. ix. Details of potential benefits and risks associated with the merger, including integration challenges, market conditions and financial uncertainties. x. Financial implication of merge [Showing first 8,000 characters — download PDF for full document]