MPS Limited has issued an addendum to its notice of extraordinary general meeting (EGM) concerning the proposed scheme of amalgamation with ADI BPO Services Limited. The disclosure, filed on August 05, 2026, responds to specific observations raised by BSE Limited, ensuring that shareholders have complete information before voting on the scheme scheduled for August 22, 2026. The primary implication for investors is the confirmation that public shareholders will face no dilution in their shareholding percentage or number of shares post-amalgamation.

The addendum incorporates additional disclosures into the explanatory statement as required by the stock exchange. It explicitly states that the scheme aims to simplify the corporate structure, reduce administrative costs, and eliminate inter-company transactions between the holding company, ADI BPO Services Limited, and its subsidiary, MPS Limited. The National Company Law Tribunal (NCLT), Chennai Bench, had previously passed an order on July 02, 2026, sanctioning the first motion for this arrangement under Sections 230 to 232 of the Companies Act, 2013.

Key Disclosures in the Addendum

The company addressed several points raised by the exchange regarding the nature of the transaction and its financial implications. The following table summarizes the key responses provided in the addendum:

Structural and Financial Implications

Under the scheme, ADI BPO Services Limited, which currently holds 1,16,90,615 equity shares constituting 68.34% of MPS Limited’s paid-up share capital, will be amalgamated into MPS Limited. Following the demerger of its infrastructure management business into ADI Holdings Private Limited, ADI BPO will dissolve without winding up. MPS Limited will issue equity shares to the shareholders of ADI BPO Services Limited based on a fair share exchange ratio.

The abridged prospectus attached to the filing reveals that ADI BPO Services Limited reported a consolidated net profit of ₹170.10 crore for FY25-26, up from ₹146.32 crore in FY24-25. The transferor company’s net worth stood at ₹679.67 crore for the same period. Despite these figures, the transaction does not involve any cash consideration or new issuance to the public at large.

Regulatory Compliance and Tax Neutrality

MPS Limited confirmed that the scheme is designed to comply with the conditions relating to “Amalgamation” under the Income Tax Act, 1961. Specifically, the company stated there is no tax benefit arising from the amalgamation, but the structure adheres to Section 2(1B) and Section 47 of the IT Act, ensuring tax neutrality. Additionally, Goods and Services Tax (GST) will not be applicable on the transfer of assets and liabilities.

D&A Financial Services (P) Limited, a SEBI-registered merchant banker, certified the adequacy and accuracy of the disclosures pertaining to the unlisted transferor company. The statutory auditors, Walker Chandiok & Co LLP, also provided certificates confirming that the accounting treatment complies with Indian Accounting Standards. The scheme remains subject to final approval by the shareholders and unsecured creditors of MPS Limited at the EGM on August 22, 2026.

Mps Limited subsidiary MPS North America LLC has completed the first phase of a two-step merger with American Journal Experts entities, effective August 1, 2026. The transaction consolidates American Journal Experts, LLC, North Carolina (AJE-NC) into American Journal Experts, LLC, Delaware (AJE-DE), with AJE-DE continuing as the surviving entity. This internal restructuring aims to streamline operations, enhance management oversight, and drive operational efficiency across the company’s US subsidiaries.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The second step of the merger, involving the merger of AJE-DE with and into MPS North America LLC, is proposed to become effective on a date to be determined in accordance with the Agreement and Plan of Merger and applicable law. Upon completion, MPS North America LLC will be the final surviving entity, assuming all rights, assets, debts, and liabilities of the merged entities.

Merger Structure and Timeline

The restructuring involves three entities: AJE-NC, AJE-DE, and MPS North America LLC. The process is executed in two distinct steps:

1. First Merger: AJE-NC merged with and into AJE-DE. This became effective on August 1, 2026. AJE-DE succeeded to all rights, privileges, powers, assets, debts, liabilities, and obligations of AJE-NC.
2. Second Merger: AJE-DE will merge with and into MPS North America LLC. The effectiveness date is pending determination based on regulatory approvals and the Agreement and Plan of Merger. MPS North America LLC will continue as the final surviving entity.

Financial Profile of Entities

The financial data for the year ended March 31, 2026, highlights the scale of the entities involved in the restructuring. MPS North America LLC reported revenue from operations of ₹11,449.47 lakh, while AJE-NC reported ₹10,097.28 lakh. AJE-DE, a special purpose vehicle, reported no revenue for the period.

Business Rationale and Impact

The merger is part of an internal restructuring of wholly owned subsidiaries whose accounts are consolidated with MPS Limited. As an intra-group transaction, it is exempt from related party transaction norms under Regulation 23 of the SEBI LODR Regulations. The consolidation aligns business activities across the entities, aiming to optimize administrative, operational, and marketing expenses to support revenue growth and profitability.

There is no change in the shareholding pattern of MPS Limited resulting from this transaction. No cash consideration is involved; membership interests of AJE-NC were converted into equivalent interests in AJE-DE during the first merger. In the second merger, outstanding membership interests of AJE-DE will be cancelled and extinguished, with rights reflected in the surviving entity, MPS North America LLC.

What the Numbers Show

The consolidation brings together significant revenue streams within the US subsidiary structure. With MPS North America LLC generating ₹11,449.47 lakh and AJE-NC contributing ₹10,097.28 lakh in FY26, the merged entity will control a combined revenue base exceeding ₹21,500 lakh before the final legal integration. This structural simplification removes the intermediate special purpose vehicle (AJE-DE) and the separate NC entity, potentially reducing administrative overheads associated with managing multiple distinct legal entities for similar service lines in scientific language editing and content creation.