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.

mps Limited’s Board of Directors approved the re-appointment of Karthik Bhat Khandige as an Independent Non-Executive Director for a second term of five consecutive years on July 29, 2026. The appointment, which takes effect from July 30, 2026, until July 29, 2031, follows a recommendation from the Nomination and Remuneration Committee (NRC) and is subject to shareholder approval via a Special Resolution. This move ensures continuity in governance while introducing fresh leadership to key oversight committees.

Simultaneously, the Board noted the cessation of Ms. Ruvina Singh as an Independent Non-Executive Director upon the completion of her tenure at the close of business hours on July 29, 2026. Her departure is solely due to the conclusion of her term and not due to resignation or disqualification. Consequently, she ceases to serve as Chairperson of the NRC and member of the Stakeholders’ Relationship Committee (SRC) and Corporate Social Responsibility (CSR) Committee with effect from July 30, 2026.

The Board reconstituted its committees to reflect these changes. Ms. Divya Verma was designated as Chairperson of the NRC, with Mr. Karthik Bhat Khandige joining as a Member alongside Ms. Jayantika Dave. The SRC saw Mr. Atul Vohra appointed as a Member under Chairperson Mr. Suhas Khullar. For the CSR Committee, Ms. Divya Verma joined as a Member under Chairperson Mr. Rahul Arora.

Mr. Karthik Bhat Khandige brings over 20 years of experience in venture capital and corporate strategy. He is the Founder and Managing Partner of Force Ventures and has previously held leadership roles at Zephyr Peacock India Fund and Dailyhunt. He holds an MBA from the Indian School of Business, is a Chartered Accountant, and has cleared CFA Level 3. The Board cited his sound judgment and contributions to corporate governance during his first term as key factors in his re-appointment.

Governance Implications

The reconstitution of the board committees ensures compliance with SEBI Listing Regulations regarding independent oversight. With Ms. Ruvina Singh stepping down, the shift in committee chairpersonships to Ms. Divya Verma and Mr. Suhas Khullar signals a transition in internal governance leadership. Shareholders will vote on Mr. Khandige’s re-appointment through a Special Resolution, underscoring the formal requirement for shareholder consent in director appointments.