Corporate Action

MPS Limited Receives NCLT First Motion Approval for ADI BPO Services Merger; Shareholder Meetings Scheduled for August 22

NSE

mpsltd

BSE

532440

MPS Limited informed the stock exchanges that the National Company Law Tribunal (NCLT), Chennai Bench, has passed the First Motion Order permitting the Scheme of Amalgamation of ADI BPO Services Limited with MPS Limited to move to the next stage.
The Tribunal has directed MPS Limited to convene meetings of its equity shareholders and unsecured creditors on August 22, 2026, while dispensing with several other meetings after obtaining the required consents.

PRICE-SENSITIVE TRIGGER

Event: NCLT, Chennai Bench, passed the First Motion Order in connection with the proposed amalgamation of ADI BPO Services Limited with MPS Limited.

Type: Corporate Action

Impact: Positive

Immediate Effect: The proposed merger has progressed to the next regulatory stage. MPS Limited will now seek approval from its equity shareholders and unsecured creditors before proceeding further with the Scheme.

What Happened ?

MPS Limited announced that the Hon’ble NCLT, Chennai Bench, through its order dated July 2, 2026, allowed the First Motion Application under Sections 230 to 232 of the Companies Act, 2013 for the proposed amalgamation of ADI BPO Services Limited with MPS Limited.

The Tribunal dispensed with meetings of the Transferor Company’s shareholders and creditors, as well as the secured creditor meeting of MPS Limited. However, it directed MPS Limited to convene meetings of its equity shareholders and unsecured creditors to consider and vote on the proposed Scheme.

key details

Regulatory Approval:

NCLT Chennai allowed the First Motion applications relating to the Scheme of Amalgamation.
The Scheme has been filed under Sections 230 to 232 of the Companies Act, 2013.
The order represents a procedural approval and not the final sanction of the merger.

Shareholder & Creditor Meetings:

Equity Shareholders’ Meeting
- Date: August 22, 2026
- Time: 10:00 AM (IST)
Unsecured Creditors’ Meeting
- Date: August 22, 2026
- Time: 11:30 AM (IST)
Meetings may be held physically at the Company’s registered office or through Video Conferencing/Other Audio Visual Means (VC/OAVM).

Meetings Dispensed With:

The Tribunal dispensed with:

Meetings of shareholders of ADI BPO Services Limited.
Meetings of secured and unsecured creditors of ADI BPO Services Limited.
Meeting of the secured creditor of MPS Limited after obtaining 100% consent through affidavit.

Rationale for the Amalgamation:

According to the Scheme, the merger is intended to:

Simplify the group’s corporate structure.
Eliminate inter-company transactions and administrative duplication.
Improve operational synergies.
Reduce compliance and administrative costs.
Create a more efficient structure for future acquisitions and business expansion.
Align promoter ownership more directly with MPS Limited.
Enhance long-term operational efficiency without adversely affecting public shareholders or creditors.

Share Exchange & Scheme Details:

MPS Limited will issue 1,16,90,615 fully paid equity shares of face value ₹10 each to eligible shareholders of ADI BPO Services Limited as per the approved exchange ratio.
Following implementation, ADI BPO Services Limited will stand dissolved without winding up.
The Appointed Date for the Scheme is April 1, 2025, subject to approval by the Tribunal.

Regulatory Observations:

NSE issued a No Objection observation letter dated March 2, 2026.
BSE also issued a No Adverse Observation letter for the Scheme, subject to customary regulatory conditions.

Risk Analysis

Summary:

The announcement represents an intermediate regulatory milestone. Completion of the amalgamation remains subject to approvals from shareholders, unsecured creditors, regulatory authorities and the final sanction of the NCLT.

Key Risks:

Shareholder approval is still pending.
Unsecured creditor approval is required.
Final NCLT approval is yet to be obtained.
Regulatory timelines could affect completion of the Scheme.

Worst Case:

If the required approvals are not obtained or regulatory conditions are not satisfied, the proposed amalgamation may be delayed, modified or may not become effective.

Risk Level: Medium

Company Commentary

The Company stated that the NCLT has allowed the First Motion applications and directed the convening of meetings of MPS Limited’s equity shareholders and unsecured creditors.
Copies of the Tribunal’s order have been made available on the Company’s website for stakeholders.

Official Exchange Filing: MPS Limited

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