CMCyber Media India532640NCLT order update

NCLT allows first motion in merger scheme; shareholder and creditor meetings directed

NCLT Delhi Bench has allowed the Joint Application of First Motion shared for the merger of Cyber Media Research & Services Ltd into Cyber Media (India) Ltd.

By ScoutQuest · Fri 23 Oct 2026, 11:31 AM IST · 3 min read

NCLT Order Date

Order dated October 16, 2026, uploaded on the NCLT website on October 22, 2026.

Secured Creditors Meetings

Meetings of the Secured Creditors of both companies dispensed with.

Shareholder and Unsecured Creditor Meetings

Meetings of the Equity Shareholders and Unsecured Creditors of both companies directed to be convened.

What the order covers

Cyber Media (India) Limited informed the exchanges that the National Company Law Tribunal, Delhi Bench, passed an order on October 16, 2026 allowing the Joint Application of First Motion shared for the merger of Cyber Media Research & Services Limited (Transferor Company) into Cyber Media (India) Limited (Transferee Company). The order was uploaded on the NCLT website on October 22, 2026.

The order, among other things

• Dispensed with the meeting of the Secured Creditors of the Transferor Company
• Dispensed with the meeting of the Secured Creditors of the Transferee Company
• Directed that the meeting of the Unsecured Creditors of the Transferor Company be convened
• Directed that the meeting of the Unsecured Creditors of the Transferee Company be convened
• Directed that the meeting of the Equity Shareholders of the Transferor Company be convened
• Directed that the meeting of the Equity Shareholders of the Transferee Company be convened

The company also stated that notices to the meetings may be sent by email, speed post or physically, and that directions were given to issue notices to the Registrar of Companies, Regional Director, Income Tax Department and Official Liquidator.

Capital and shareholding details in the order

• Authorised share capital of the Transferor Company: Rs. 5 crore
• Issued, subscribed and paid-up capital of the Transferor Company: ~Rs. 2.93 crore
• Authorised share capital of the Transferee Company: Rs. 23 crore
• Issued, subscribed and paid-up capital of the Transferee Company: ~Rs. 20.66 crore
• The Transferee Company holds 38.17% of the total equity shares of the Transferor Company, which is its subsidiary
• The Appointed Date of the Scheme is 01.04.2026
• The Boards of both companies approved the Scheme at their meetings held on 24.01.2026

Why the companies say they are merging

The rationale recorded in the order includes a single entity for marketing solutions for customers, cross-sell and upsell of products and services, elimination of duplicate marketing, administrative and compliance costs, and better liquidity for Transferor Company shareholders because the Transferee Company's shares are listed on the main board of NSE and BSE, while the Transferor Company's shares are listed on the SME-Emerge platform of NSE. It also notes the Transferor Company's four revenue streams: Digital Marketing, Programmatic Media Buying, Publisher Monetization and Data Analytics, and its products CMGalaxy, Auxo Ads and CyberAds.

What happens to employees

Under Clause 12 of the Scheme, all staff, workmen and employees of the Transferor Company in service on the Effective Date shall become employees of the Transferee Company without any break in service, and the terms of employment with the Transferee Company shall not be less favourable than those applicable to them with the Transferor Company. Provident fund, gratuity fund and similar funds are to become funds of the Transferee Company with the approval of the concerned authorities, and service is treated as continuous for those funds.

What this means for a retail shareholder

• This is a procedural milestone: the NCLT has allowed the first motion application and directed meetings to seek approval of equity shareholders and unsecured creditors.
• Shareholders of the Transferee Company will be asked to vote at the meeting convened as directed by the NCLT; the outcome of that vote would be the next step in the process.
• The Scheme's Appointed Date is 01.04.2026, and the merger takes effect as per the terms of the Scheme once it becomes effective.

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