NCLT Orders Scheme of Amalgamation: ADI BPO Services to Merge into MPS Ltd, Stakeholder Meetings Directed

NCLT Orders Scheme of Amalgamation: ADI BPO Services to Merge into MPS Ltd, Stakeholder Meetings Directed​

The National Company Law Tribunal (NCLT) has issued directions concerning the proposed scheme of amalgamation between ADI BPO Services Limited (Transferor Company) and MPS Limited (Transferee Company). The NCLT order, pronounced on July 2, 2026, allows certain aspects of the First Motion Application, while directing specific meetings for key stakeholders in the Transferee Company.

The application sought to amalgamate ADI BPO Services Limited with MPS Ltd under Sections 230 to 232 of the Companies Act, 2013. The Tribunal's order specified that certain stakeholder meetings could be dispensed with while other meetings were ordered for a specific date in August 2026.

Key Directions and Meeting Schedule​

Regarding ADI BPO Services Limited (Transferor Company), which has 7 Equity Shareholders, the necessity of holding a meeting was dispensed with, as consents had been obtained via Affidavits from its equity shareholders. Similarly, since there are no Secured Creditors in the Transferor Company, the corresponding meeting was also dispensed with.

For MPS Limited (Transferee Company), the NCLT ordered the convening and conducting of two meetings:
1. Equity Shareholders Meeting: Directed for August 22, 2026, at 10:00 AM.
2. Unsecured Creditors Meeting: Directed for August 22, 2026, at 11:30 AM.

These meetings are set to be held at Block-B6, 3rd Floor, Gateway Office Parks, No.16, G.S.T Road, Perungalathur, Tambaram, Chennai - 600 063, or via Video Conferencing (VC) / Other Audio Visual Means (OAVM).

Financial Status and Scheme Details​

The scheme aims to rationalize the shareholding structure of MPS Limited by eliminating the intermediary layer provided by ADI BPO Services. The amalgamation is intended to result in greater operational synergies, simplify the group structure, and enable MPS Ltd to pursue future growth opportunities through acquisitions and enhanced flexibility. The scheme dictates that the Transferee Company will assume and discharge all liabilities of the Transferor Company in its ordinary course of business, with no reduction or extinguishment of creditor liability offered under this scheme.

The process involves the issuance of 1,16,90,615 equity shares of MPS Limited (face value INR 10 each) to the equity shareholders of ADI BPO Services Limited based on their proportion of holding in ADI BPO Services Limited.

Financial Profiles of Applicant Companies​

The Tribunal reviewed the financial positions and corporate structures of both companies as part of the amalgamation process:

ADI BPO Services Limited (Transferor Company)

Financial Summary (ADI BPO Services Limited) as on 31.12.2025:

MPS Limited (Transferee Company)

Financial Summary (MPS Limited) as on 30.09.2025:

Both the NSE and BSE had previously provided observations on March 2, 2026, noting "No objections" or "no adverse observations" to the scheme. The Tribunal subsequently ruled that both applications stand allowed and disposed of.

MPSLTD Stock Price Movement​

On Friday, MPS Limited shares rallied, concluding the trading session at ₹2096.8 after gaining 1.44% over the previous close. This positive performance was backed by a total traded volume of 46,106 shares, pushing the stock significantly higher from its open price of ₹2050.9.