Key Quantitative Figures

  • ADI BPO Services Limited holds 1,16,90,615 equity shares in MPS Limited, constituting 68.34% of MPS's paid-up share capital.
  • The scheme proposes issuing 1,16,90,615 equity shares of MPS Limited (face value ₹10 each) to ADI BPO shareholders.
  • ADI BPO Standalone Financials (₹ Crores):
  • FY 25-26: Total income 62.97, Net Profit before tax 58.66, Net Worth 132.76
  • FY 24-25: Total income 96.92, Net Profit before tax 93.36, Net Worth 132.98
  • FY 23-24: Total income 63.03, Net Profit before tax 57.76, Net Worth 132.35
  • FY 22-23: Total income 41.49, Net Profit before tax 37.09, Net Worth 134.45
  • ADI BPO Consolidated Financials (₹ Crores):
  • FY 25-26: Total income 768.36, Net Profit after tax 170.10, Net Worth 679.67
  • FY 24-25: Total income 726.88, Net Profit after tax 146.32, Net Worth 562.92
  • FY 23-24: Total income 545.30, Net Profit after tax 113.88, Net Worth 546.87
  • FY 22-23: Total income 508.49, Net Profit after tax 107.99, Net Worth 515.92

Dates of Action

  • NCLT Order Date: 02 July 2026
  • Original Notice Date: 22 July 2026
  • Addendum Dispatch Date: 05 August 2026
  • Shareholder Meeting Date: 22 August 2026 at 10:00 AM (Virtual)
  • Unsecured Creditors Meeting Date: 22 August 2026 at 11:30 AM (Virtual)
  • Cut-off date for shareholder communication: Not explicitly stated, but references "records of the Company as on the Cut-off Date"
  • Merchant Banker Certificate Date: 04 August 2026

Parties Involved

  • Transferee Company: MPS Limited (Listed)
  • Transferor Company: ADI BPO Services Limited (Unlisted)
  • Regulatory Authorities: BSE Limited, National Stock Exchange of India Limited, SEBI, National Company Law Tribunal (Chennai Bench)
  • Advisors: D&A Financial Services (P) Limited (SEBI Reg. No. INM000011484) as Merchant Banker, Walker Chandiok & Co LLP as Statutory Auditors
  • Promoters of ADI BPO: Nishith Arora Family Trust, Nishith Arora Family Trust-2, Anju Arora, Neha Rathor, Rahul Arora, Yamini Tandon, Aaryaman Rathor, ADI Media Private Limited

Purpose and Rationale

The scheme aims to:

  • Streamline shareholding pattern and simplify management structure
  • Achieve greater operational synergies and rationalization
  • Eliminate inter-company transactions and reduce administrative costs
  • Enable future growth and investment opportunities
  • Reduce shareholding tiers and demonstrate direct promoter commitment
  • No adverse implications for public shareholders of MPS

Financial and Operational Impact

  • No dilution in stake of public shareholders in MPS Limited (remains at 31.66% post-scheme)
  • No tax benefits arise from the amalgamation
  • GST not applicable on transfer of assets and liabilities pursuant to amalgamation
  • No compromise offered to any creditors - liabilities will be assumed by MPS Limited
  • No arrangement or agreement between parties that may have implications on the scheme

Capital Structure Impact

  • Post-scheme share capital of MPS Limited remains unchanged at 1,71,05,816 equity shares
  • ADI BPO's existing holding of 1,16,90,615 shares in MPS will be cancelled
  • New shares issued to ADI BPO shareholders: 1,16,90,615 equity shares of MPS
  • Promoter holding post-scheme: Nishith Arora Family Trust (34.17%), Nishith Arora Family Trust-2 (34.17%)

Compliance Certifications

  • Merchant Banker (D&A Financial Services) certified adequacy and accuracy of disclosures in abridged prospectus
  • Statutory Auditors (Walker Chandiok & Co LLP) provided certificate on accounting treatment compliance
  • Company confirmed compliance with applicable securities laws
  • Company confirmed the arrangement proposed in the scheme is yet to be executed

Risk Factors Disclosed

  • Investment linked to subsidiary company performance
  • Growth dependent on business opportunities under consideration
  • Scheme completion subject to various approvals (shareholders, creditors, regulators, NCLT)
  • ADI BPO currently unlisted and will be dissolved without winding up
  • Economic slowdown, recession, or natural calamities could adversely affect business

Outstanding Litigations

  • No criminal, tax, statutory, regulatory, or disciplinary proceedings against ADI BPO, its directors, or promoters
  • Subsidiaries have 11 tax proceedings with aggregate amount involved of ₹40.58 crores (disputed tax demands under litigation)

Additional Information

  • The addendum includes Annexures I to XIVB, XV, XVI, XVII with detailed financial information, valuation reports, and compliance certificates
  • All documents available on company website (www.mpslimited.com) and stock exchange websites
  • The scheme involves amalgamation of ADI BPO (post demerger of infrastructure management business into ADI Holdings Private Limited) with MPS Limited