MPS Limited has disclosed, pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that its Board of Directors, by way of a resolution passed on 08 August 2026, approved the execution of an Amendment to the Share Subscription and Shareholders' Agreement ("Amendment Agreement"). The Amendment Agreement has been entered into among the Company, MPS Interactive Systems Limited ("MPSi")—a material subsidiary of MPS Limited—and Mr. Rodney Charles Beach ("Mr. Beach"), amending certain provisions of the original Share Subscription and Shareholders' Agreement ("SSSHA") dated 10 October 2025.

Purpose and Key Details of the Amendment

The Amendment Agreement was executed to permit the transfer of Mr. Beach's shareholding in MPSi to the Beach Trust, a trust established under the laws of Victoria, Australia. The key details of the agreement are summarised below:

Significant Terms of the Amendment Agreement

The Amendment Agreement, inter alia, provides for the following:

• Permitted Transfer: Mr. Beach may transfer all the equity shares held by him in MPSi to the Beach Trust, a trust established under the laws of Victoria, Australia, of which Mr. Beach is the sole trustee, sole appointor, and sole primary beneficiary, subject to the conditions specified therein.
• Succession of Rights and Obligations: Upon completion of the permitted transfer and execution of a deed of adherence, the Beach Trust shall become bound by, and entitled to the rights and obligations of, a "Shareholder" under the SSSHA.
• Continuing Liability of Mr. Beach: Mr. Beach shall continue to remain liable for such obligations under the SSSHA as expressly provided in the Amendment Agreement.
• Re-transfer Provision: Upon cessation of Mr. Beach's control over the Beach Trust, the transferred shares shall be re-transferred to Mr. Beach under the SSSHA.

Impact on Shareholding and Corporate Structure

The execution of the Amendment Agreement does not result in any change to MPSi's shareholding structure. The amendment does not alter the commercial terms of the original SSSHA, nor does it result in any change in the management or control of MPSi or MPS Limited. MPSi is a material subsidiary of MPS Limited, while Mr. Beach is not related to the promoter or promoter group of the Company. The transaction does not fall within the scope of related party transactions.

The disclosure was made by Raman Sapra, Company Secretary and Compliance Officer of MPS Limited, in accordance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026.

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.