Cyber Media (India) Limited (CMIL) has received observation letters from both BSE and NSE regarding its proposed merger scheme with Cyber Media Research & Services Limited (CMRSL). The company filed applications with both exchanges on January 31, 2026, under Regulation 37 of the SEBI Listing Regulations seeking their observation/no objection to the proposed scheme.

On June 25, 2026, CMIL received:

  • Observation Letter with "no adverse observations" from BSE
  • Observation Letter with "No objection" from NSE

Both observation letters are valid for six months from June 25, 2026, within which the scheme must be submitted to the National Company Law Tribunal (NCLT).

The letters incorporate 18 specific comments/requirements from SEBI dated June 25, 2026, including:

Key Compliance Requirements:

  • The scheme must comply with Regulation 11 of SEBI LODR Regulations, 2015
  • Disclosure of all ongoing adjudication, recovery proceedings, prosecution initiated, and enforcement actions against the companies, their promoters and directors
  • Additional information submitted after filing must be displayed on company websites
  • Compliance with SEBI Master Circular dated June 20, 2023 (SEBI/HO/CFD/POD-2/P/CIR/2023/93)
  • All liabilities of transferor company (CMRSL) must be transferred to transferee company (CMIL)
  • Financials in the scheme including valuation report must not be older than 6 months
  • Equity shares issued under the scheme must be in demat form only
  • No changes to the draft scheme without specific written consent of SEBI

Mandatory Shareholder Disclosures:

The companies must provide detailed disclosures to shareholders including:

  • Small explanation of the scheme
  • Need for merger, rationale, synergies, impact on shareholders, and cost-benefit analysis
  • Details of Registered Valuer and Merchant Banker with valuation methods and rationale
  • Latest financials of CMIL and CMRSL (not older than 6 months)
  • Pre and post scheme shareholding patterns with rationale for changes
  • Capital build-up for last 3 years
  • Revenue, PAT, and EBITDA details for last 3 years
  • Value of assets and liabilities being transferred and post-amalgamation balance sheet
  • Potential benefits and risks including integration challenges
  • Financial implications on promoters, public shareholders, and companies
  • All enforcement actions against entities involved and their impact
  • Impact on reserves with quantitative pre/post scheme details

Additional Requirements:

  • The no-objection letters must be disclosed on company websites within 24 hours of receipt
  • Trading of securities must commence within sixty days of NCLT order
  • Observations must be incorporated in the petition filed before NCLT
  • The exchange reserves the right to withdraw 'no adverse observation' if information is found incomplete/incorrect/misleading/false