Key Dates and Regulatory References

  • NCLT Order Date: 02 July 2026 (Company Application No. CA(CAA)/45(CHE)2026)
  • Meeting Date: 22 August 2026 at 11:30 A.M. (IST)
  • Remote e-voting period: 19 August 2026 at 9:00 A.M. (IST) to 21 August 2026 at 5:00 P.M. (IST)
  • Cut-off Date for creditor eligibility: 15 March 2026
  • Disclosure made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details and Attendance

  • Meeting conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Total number of unsecured creditors on cut-off date: 39
  • Number of unsecured creditors attended the meeting: 14
  • Quorum requirements were met as prescribed by NCLT

Participants in Attendance

Chairperson & Scrutinizer:

  • Mr. S.C Jain - Chairperson appointed by NCLT
  • Mr. Kishore Prakash - Scrutinizer appointed by NCLT

Board of Directors:

  • Ms. Divya Verma - Chairman & CEO, Non-Executive Independent Director
  • Ms. Jayantika Dave - Non-Executive Non-Independent Director
  • Mr. Suhas Khullar - Non-Executive Independent Director

Management Participants:

  • Ms. Prarthana Agarwal - Chief Financial Officer
  • Ms. Papinani Radha Rani - General Counsel
  • Mr. Raman Sapra - Company Secretary and Compliance Officer (who conducted the meeting)

Resolution Considered

Single resolution proposed for approval:

  • Approval of Scheme of Amalgamation of ADI BPO Services Limited with MPS Limited and their respective Shareholders and Creditors pursuant to Sections 230 to 232 of the Companies Act, 2013
  • Type of Resolution: Requisite Majority under Section 230(6) of the Companies Act, 2013

Scheme Background and Purpose

Mr. Raman Sapra explained that the Scheme provides for amalgamation of ADI BPO Services Limited (holding company of MPS Limited) with MPS Limited to consolidate businesses and achieve greater operational and administrative efficiencies. The Scheme was originally approved by the Board of Directors at their meeting held on 18 July 2025.

Voting Procedure

  • Remote e-voting facility was available from 19 August 2026 at 9:00 A.M. to 21 August 2026 at 5:00 P.M.
  • Creditors attending the meeting who had not cast votes through remote e-voting were provided opportunity to cast votes electronically during the meeting
  • E-voting facility remained open for 30 minutes after meeting conclusion (until 12:10 P.M. IST)

Next Steps

  • Scrutinizer will scrutinize votes cast through remote e-voting and e-voting at the meeting
  • Consolidated Scrutinizer's Report will be submitted to the Chairperson
  • Report will be declared and submitted to Hon'ble NCLT, Stock Exchanges, and Registrar of Companies
  • Report will be made available on company website (https://www.mpslimited.com) and CDSL website
  • Company will separately intimate the Consolidated Scrutinizer's Report to Stock Exchanges

Important Notes

  • This document does not constitute the Minutes of the Meeting
  • Meeting recording has been preserved in accordance with Ministry of Corporate Affairs circulars
  • The proceedings summary is available on company website at https://www.mpslimited.com/schemeof-amalgamation/