MPS Limited Receives NCLT First Motion Approval for Proposed Amalgamation with ADI BPO Services

What Happened ?

key details

NCLT First Motion Order & Proposed Scheme of Amalgamation:

• First Motion Approval Granted: The National Company Law Tribunal (NCLT), Chennai Bench, by its order dated 2 July 2026, allowed the First Motion Applications relating to the proposed amalgamation of ADI BPO Services Limited (Transferor Company) with MPS Limited (Transferee Company) under Sections 230–232 of the Companies Act, 2013. This order enables the scheme to proceed to the next stage of the statutory approval process. 
• Shareholder & Creditor Meetings Directed: The Tribunal directed MPS Limited to convene:
  • Equity Shareholders’ Meeting: 22 August 2026 at 10:00 AM (IST)
  • Unsecured Creditors’ Meeting: 22 August 2026 at 11:30 AM (IST)
  • Meetings will be held at the company’s registered office in Chennai or through Video Conferencing (VC) / Other Audio Visual Means (OAVM). 
• Meetings Dispensed With: The NCLT dispensed with the requirement to convene:
  • Meetings of the shareholders, secured creditors, and unsecured creditors of ADI BPO Services Limited.
  • Meeting of the secured creditor of MPS Limited, after receiving consent representing 100% of the secured debt. 
• Purpose of the Amalgamation: According to the Scheme, the merger seeks to:
  • Simplify the group structure.
  • Eliminate inter-company transactions and administrative duplication.
  • Improve operational synergies.
  • Reduce compliance and administrative costs.
  • Provide greater flexibility for future acquisitions and business expansion.
  • Strengthen promoter alignment with MPS Limited.
  • Support long-term revenue growth without adversely affecting public shareholders. 
• Share Exchange Ratio: Upon the Scheme becoming effective, MPS Limited will issue and allot 1,16,90,615 fully paid-up equity shares (face value ₹10 each) to the shareholders of ADI BPO Services Limited in accordance with the approved fair share exchange ratio. Simultaneously, the existing shareholding of the Transferor Company in MPS Limited will stand cancelled and extinguished as provided under the Scheme. 
• Appointed Date: The Scheme specifies 1 April 2025 (closing hours), or such other date as may be approved by the NCLT, as the Appointed Date for the amalgamation. 
• Regulatory Observations: Both stock exchanges have already reviewed the Scheme:
  • NSE issued a ‘No Objection’ observation letter dated 2 March 2026.
  • BSE issued a ‘No Adverse Observation’ letter dated 2 March 2026, subject to the accuracy and completeness of information provided. 
• Post-Amalgamation Structure: Once the Scheme becomes effective:
  • ADI BPO Services Limited will be dissolved without winding up.
  • All assets, liabilities, rights, obligations, and undertakings of the Transferor Company will vest in MPS Limited in accordance with the Scheme approved under the Companies Act, 2013. 

Note:

• The NCLT’s First Motion Order is a procedural approval and does not complete the merger.
• The proposed amalgamation remains subject to approval by the equity shareholders and unsecured creditors of MPS Limited, subsequent regulatory compliances, and the final sanction of the NCLT.
• If implemented, the Scheme is intended to simplify the group’s corporate structure, improve operational efficiency, and support MPS Limited’s long-term strategic growth while preserving the interests of shareholders and creditors.

Risk Analysis

Summary:

• The NCLT’s First Motion Order represents an important procedural milestone in the proposed amalgamation of ADI BPO Services Limited with MPS Limited.
• However, the scheme has not yet become effective and remains subject to approvals from MPS Limited’s equity shareholders and unsecured creditors, regulatory compliances, and final sanction by the NCLT.
• Until these approvals are obtained, the amalgamation cannot be implemented. 

Key Risks:

• Shareholder Approval Risk: The proposed scheme requires approval from the equity shareholders of MPS Limited at the meeting scheduled for 22 August 2026. Failure to secure the requisite majority could delay or prevent the amalgamation. 
• Creditor Approval Risk: The scheme also requires approval from MPS Limited’s unsecured creditors. Any adverse outcome may affect the progression of the merger. 
• Regulatory & Judicial Risk: The amalgamation remains subject to the final sanction of the National Company Law Tribunal (NCLT) and compliance with all applicable statutory and regulatory requirements before becoming effective. 
• Implementation Risk: Following regulatory approvals, successful integration of ADI BPO Services Limited into MPS Limited will be necessary to realise the anticipated operational synergies and administrative efficiencies described in the Scheme.
• Timeline Risk: Any postponement of shareholder meetings, regulatory approvals, or judicial proceedings could extend the implementation timeline of the amalgamation. 

Worst Case:

• If the required shareholder, creditor, regulatory, or judicial approvals are not obtained, the proposed scheme of amalgamation may not become effective, resulting in the continuation of the existing corporate structure without the anticipated operational and administrative benefits.

Risk Level: Low

Company Commentary

• MPS Limited informed the stock exchanges that the NCLT, Chennai Bench, has passed the First Motion Orderpermitting the proposed amalgamation process to move forward under Sections 230–232 of the Companies Act, 2013. 
• The Tribunal directed MPS Limited to convene meetings of its equity shareholders and unsecured creditors on 22 August 2026 to consider and approve the proposed Scheme of Amalgamation. 
• The NCLT dispensed with meetings of the shareholders and creditors of ADI BPO Services Limited, as well as the meeting of MPS Limited’s secured creditor, based on the conditions set out in the order. 
• The proposed Scheme aims to simplify the group’s corporate structure, improve operational efficiency, eliminate duplication of administrative functions, and create long-term value through greater business integration. 
• Upon the Scheme becoming effective, 1,16,90,615 equity shares of MPS Limited (face value ₹10 each) will be issued to the shareholders of ADI BPO Services Limited in accordance with the approved share exchange ratio. 
• The company also confirmed that NSE and BSE have already issued their respective observation letters on the Scheme, allowing the merger process to proceed through the statutory approval framework.