NCLT Allows First Motion Application for Amalgamation of ADI BPO Services Limited with MPS Limited

NCLT Allows First Motion Application for Amalgamation of ADI BPO Services Limited with MPS Limited​

The National Company Law Tribunal (NCLT), Chennai Bench, has passed an order allowing the First Motion Application regarding the Scheme of Amalgamation between ADI BPO Services Limited (the Transferor Company) and MPS Limited (the Transferee Company). The order, issued on July 2, 2026, pertains to applications CA(CAA)/45(CHE)2026 and CA(CAA)/49(CHE)2026.

The scheme involves the amalgamation of ADI BPO Services Limited into MPS Limited as a going concern. Under the proposed arrangement, the Transferee Company will issue and allot 1,16,90,615 equity shares of MPS Limited, each with a face value of INR 10, to the equity shareholders of ADI BPO Services Limited. These shares are to be issued in proportion to their existing holdings in the Transferor Company.

Following the implementation of the scheme, the existing shareholding of the Transferor Company in the Transferee Company will be cancelled and extinguished. The Transferor Company will subsequently stand dissolved without the process of winding up. The "Appointed Date" for the scheme is defined as the closing hours of April 1, 2025, or any other date approved by the Tribunal.

The proposed amalgamation is intended to simplify the group structure, eliminate inter-company transactions, and reduce administrative costs. It aims to rationalize the current holding structure where the Transferee Company is a one-layer subsidiary of the Transferor Company, thereby facilitating further growth and investment opportunities for the Transferee Company.

Financial Overview of Applicant Companies​

The financial positions of both entities as of late 2025 are detailed below:

Share Capital Structure​

The capital structure for both companies is as follows:

Tribunal Directives and Meeting Schedules​

The Tribunal has dispensed with the requirement of convening meetings for the shareholders and creditors of the Transferor Company, as consents have been obtained from all equity shareholders. Additionally, the meeting for secured creditors of the Transferee Company was dispensed with following an undertaking to file consent affidavits.

However, the Tribunal has directed the convening of meetings for the equity shareholders and unsecured creditors of the Transferee Company (MPS Limited). These meetings are scheduled for August 22, 2026, at the following times:


The meetings will be held at Block-B6, 3rd Floor, Gateway Office Parks, No.16, G.S.T Road, Perungalathur, Tamabaram, Chennai - 600 063, or through video conferencing.

Mr. S.C. Jain has been appointed as the Chairperson for the meetings with a fee of Rs. 1,00,000, while Mr. Kishore has been appointed as the Scrutinizer with a fee of Rs. 50,000. The companies are required to publish advertisements in the English Daily 'Business Standard' (All India Edition) and 'Dina Malar' Tamil (Tamil Nadu Edition) at least 30 days prior to the meetings.

MPSLTD Stock Price Movement​

MPS Limited shares edged higher today to settle at ₹2096.8, gaining 1.44% in post-market trading. The stock climbed by ₹29.60 on a total volume of 46,106 shares.