MPS Limited equity shareholders approved the scheme of amalgamation with its holding company, ADI BPO Services Limited, on August 22, 2026. The resolution secured overwhelming backing, with 99.99% of votes polled cast in favor, clearing a critical regulatory step for the consolidation.

The approval follows an extraordinary general meeting and a separate meeting of unsecured creditors convened by the National Company Law Tribunal, Chennai Bench. The NCLT had directed these proceedings in July 2026 to secure necessary approvals under Sections 230 to 232 of the Companies Act, 2013. The primary objective remains consolidating the businesses of the transferor and transferee companies to achieve operational and administrative efficiencies.

Voting Results

The voting process included remote e-voting from August 19 to August 21, 2026, and e-voting during the meeting. Out of 17,105,816 total shares held, 12,394,205 votes were polled, representing a 72.46% turnout. The resolution was passed as a special resolution.

Only 50 votes were cast against the resolution, all from public non-institutional shareholders. The promoter group voted unanimously in favor, casting all their held shares. Institutional investors also showed full support among those who voted.

Meeting Proceedings

The extraordinary general meeting commenced at 10:00 am with a quorum present among the 27,109 shareholders on record as of August 17, 2026. Mr. S. C. Jain, appointed as Chairperson by the NCLT, presided over the proceedings. Key participants included Chairman and CEO Rahul Arora, CFO Prarthana Agarwal, and General Counsel Papinani Radha Rani.

The meeting of unsecured creditors was held at 11:30 am via video conferencing. There were 39 unsecured creditors on the cut-off date of March 15, 2026, with 14 attending the virtual session. Mr. Raman Sapra, Company Secretary and Compliance Officer, explained the background and purpose of the scheme to both attendees.

Next Steps

Mr. Kishore Prakash, the scrutinizer appointed by the NCLT, has consolidated the votes cast through remote e-voting and at the meetings. The final results and the scrutinizer's report will be submitted to the NCLT, stock exchanges, and the Registrar of Companies. The Board of Directors initially approved the scheme in July 2025.

MPS Limited has published its newspaper advertisement in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming the schedule for its 56th Annual General Meeting (AGM). The meeting is scheduled to take place exclusively through Video Conferencing (VC) or Other Audio Visual Means (OAVM) on Friday, September 4, 2026, at 5:00 P.M. (IST). This virtual format ensures shareholder participation without physical presence at a common venue.

The remote e-voting period commences on Tuesday, September 1, 2026, at 9:00 A.M. (IST) and concludes on Thursday, September 3, 2026, at 5:00 P.M. (IST). Voting beyond this window will not be permitted. The company has engaged Central Depository Services (India) Limited (CDSL) to provide the facility for remote e-voting and participation in the AGM. Once a member casts a vote on a resolution during the remote e-voting period, they cannot change it subsequently. Members who have voted remotely may participate in the AGM via VC/OAVM but are not entitled to vote again during the meeting.

Key Dates and Compliance Details

In adherence to regulatory requirements, MPS Limited will dispatch physical communications containing web links and QR codes to shareholders whose email addresses are unavailable. This ensures equitable access to the AGM notice and Annual Report for FY25-26. Electronic copies of the notice and annual report were emailed on August 13, 2026, to all shareholders with registered email addresses.

Shareholder Communication Protocols

Members holding shares in physical form or dematerialized form as on the cut-off date may cast their votes electronically through the CDSL system. Shareholders who have not registered email addresses can access voting instructions in the AGM notice available on the company’s website or by contacting the Registrar and Share Transfer Agent, Cameo Corporate Services Limited. Demat shareholders must update their details with their respective Depository Participants to receive electronic communications. The documents are also hosted on the stock exchanges’ portals and the CDSL evoting platform.