
MPS Limited announces merger with ADI BPO Services Ltd to streamline operations and enhance growth potential
MPS Limited, a listed company engaged in content creation and technology services for educational publishers, has announced a scheme of amalgamation with ADI BPO Services Limited. The proposed integration aims to rationalize the shareholding pattern, simplify the management structure, and enable future expansion opportunities within the consolidated entity.The merger involves the amalgamation of ADI BPO Services Limited (the Transferor Company) into MPS Limited (the Transferee Company). Upon coming into effect of the scheme, all undertakings and businesses of ADI BPO will stand transferred to MPS as a going concern.
The Board of Directors of both companies approved the Scheme on July 18, 2025. The proposed arrangement is set to eliminate an existing layer in the group structure, which currently positions MPS as a subsidiary of ADI BPO, where ADI BPO held 68.34% of MPS's equity share capital.
Shareholder Meeting and Voting Details
To approve the Scheme of Amalgamation, the Company’s Equity Shareholders are being called to a meeting. This process is taking place following an order dated July 02, 2026 passed by the National Company Law Tribunal (NCLT).The critical dates for shareholders regarding the proposed scheme are as follows:
| Particulars | Date/Time |
|---|---|
| Equity Shareholders Meeting | Saturday, August 22, 2026 at 10:00 A.M.(IST) |
| Cut-off Date for eligible shareholders | Monday, August 17, 2026 |
| Remote e-voting start date and time | Wednesday, August 19, 2026 at 09:00 A.M. (IST) |
| Remote e-voting end date and time | Friday, August 21, 2026 at 05:00 P.M.(IST) |
The meeting will be held exclusively through Video Conferencing / Other Audio Visual Means (VC/OAVM). The company has provided facilities for remote e-voting prior to the meeting and e-voting during the meeting, utilizing Central Depository Services (India) Limited.
Scheme Benefits and Financial Rationale
The primary rationale behind the amalgamation is to achieve operational synergies and simplify the corporate structure. This move eliminates intercompany transactions and administrative duplications between the two entities. The Board of Directors of both companies affirmed that the proposed Scheme would be in the best interest of their respective stakeholders, employees, and creditors.In terms of share consideration, 1,16,90,615 equity shares of MPS Limited, with a face value of INR 10 each, will be issued to the shareholders of ADI BPO Services Limited, corresponding to their holding in ADI BPO.
A review of the financial performance over three years reveals the following trend for both companies:
Financial Performance (FY 2023 - FY 2025) in Crores:
| Financial Metric | MPS Limited | ADI BPO Services Limited |
|---|---|---|
| Revenue from Operations | 351.34 | 96.92 |
| Profit After Tax (PAT) | 110.00 | 92.25 |
| EBIDTA | 136.38 | 94.24 |
Stakeholder and Creditor Status
The Scheme confirms that the liability of creditors of both companies is neither being reduced nor extinguished, but will be assumed and discharged by MPS Limited in its ordinary course of business following the amalgamation.As of March 15, 2026, the amounts due to Unsecured Creditors by MPS amounted to INR 41.81 crores, while the amounts due to Secured Creditors amounted to INR 1.46 crores. No compromise is being offered under this Scheme to any creditors of either company.
The pre-amalgamation shareholding pattern for MPS showed that its promoter group held 1,16,90,615 shares (68.34%), with the remaining equity belonging to public and non-promoter non-public shareholders. ADI BPO Services Limited was wholly owned by the Promoter/Promoter Group as of July 22, 2026.
The combined pre-scheme net worth for MPS and ADI BPO was assessed in due course, with MPS showing a Net Worth of 351.76 crores and ADI BPO reporting a Net Worth of 133.79 crores (all figures are provisional).
MPSLTD Stock Price Movement
As of 2:14 PM, shares of MPS Limited are slipping slightly in live trading, currently resting at ₹2564.2 after shedding ₹0.30 (0.01%). The stock traded on a volume of 761,177 shares, maintaining strong momentum as the equity operates near its 52-week high level.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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