MPS Ltd

Appointment details

• Mr. Piyush Jain appointed as Company Secretary & Compliance Officer and Nodal Officer.
• Effective from 29 August 2026.
• Reason for change: appointment following Raman Sapra’s resignation.
• Profile: Qualified Company Secretary, law graduate; 10+ years in corporate governance and regulatory compliance.
• Past roles: R Systems International Limited and DLF Limited; listed-company exposure.
• Relationships with directors or promoters: Not applicable.
• Governance role: Nodal Officer of the Company.

Scheme approval by unsecured creditors

• Unsecured creditors approved Scheme of Amalgamation between ADI BPO and MPS Limited per NCLT directions.
• Meeting held Aug 22, 2026 via VC/OAVM under NCLT order of July 2, 2026.
• Remote e-voting period Aug 19–21, 2026; total votes in favour 7,106,680.
• No votes against; 5 invalid votes.
• Scrutinizer's report enclosed as Annexure-A; results on company website and CDSL.
• Majority achieved; three-fourths by value required; Scheme approved.
• Cut-off date 15 March 2026 identified 39 unsecured creditors.
• Board authorized to implement Scheme and related actions; withdrawal/re-file permitted if needed.
• Scheme is subject to NCLT Chennai sanction; implementation pending tribunal approval.
• No immediate financial impact disclosed in voting update.

Purpose of Meeting

• Scheme of Amalgamation of ADI BPO Services Limited into MPS Limited.
• Court Convened Meeting held under NCLT order dated 02 July 2026 for shareholders and creditors.

Key Resolutions/Business

• Approval of the Scheme of Amalgamation between ADI BPO and MPS Limited.
• Board authorised to implement the Scheme and related actions.
• Conditions subject to NCLT Chennai sanction and regulatory approvals.

Voting Outcome

• Total equity shares polled: 12,394,205; turnout 72.46%.
• Promoter group: 100% in favour.
• Public Institutions: 100% in favour.
• Public Non-Institutions: 99.97% in favour, 0.03% against.
• Total votes against: 50.

Shareholder/Creditor Impact

• Scheme approval subject to NCLT sanction; share exchange details to be determined.
• No change in listing status disclosed.
• Board to finalize adjustments upon sanction.

Next Steps

• NCLT Chennai Bench sanction is pending for effectiveness.
• Scheme becomes effective on sanction and approvals obtained.
• Board empowered to execute ancillary agreements and filings.

NCLT-convened meeting for amalgamation

• Purpose: Approve the Scheme of Amalgamation under Sections 230–232.
• Date/time/mode: 22 Aug 2026, 11:30 IST, via VC/OAVM.
• NCLT order: dated 02 July 2026 directing convening.
• Board approval: Scheme approved on 18 July 2025.
• Unsecured creditors: 39 as of cut-off 15 Mar 2026.
• Attendance: 14 creditors attended via VC.
• Resolution: Approve Scheme under Section 230(6) of Companies Act 2013.
• Voting: Remote e-voting 19–21 Aug 2026; on-meeting voting for attendees.
• Scrutinizer: Kishore Prakash to consolidate votes; report to Chair, exchanges, ROC; online.
• Outcome: Meeting concluded 11:40 IST; Scrutinizer's report to be declared.

Purpose of Meeting

• Approval of the Scheme of Amalgamation of ADI BPO Services Limited with MPS Limited.
• Scheme involves transferor ADI BPO Services Limited and transferee MPS Limited, plus shareholders and creditors.

Key Resolutions/Business

• Proposed to approve the Scheme under Sections 230-232 of the Companies Act, 2013.
• Background: amalgamation aims to consolidate businesses and improve efficiencies.

Voting Outcome

• Resolution: approval of the Scheme proposed for passing.
• Outcome not declared yet; voting results to be announced after Scrutinizer's Report.
• Remote e-voting window: 19 Aug 2026 to 21 Aug 2026; cut-off 17 Aug 2026.

Shareholder/Creditor Impact

• Consolidation could affect ownership and governance upon implementation.
• Consolidation details: shareholders on record 27,109; attendees via VC 36.

Next Steps

• Scrutinizer to prepare report and submit results to Chairperson, Stock Exchanges, and ROC.
• NCLT order and implementation timeline to be determined.

AGM and annual report access

• Letters dispatched to shareholders without registered emails providing access to FY2025-26 Annual Report via web-link and QR code.
• Web-link and QR code provide access to the FY2025-26 Annual Report.
• AGM scheduled for 4 September 2026 at 5:00 PM IST via VC/OAVM.
• Cut-off date for e-voting: 28 August 2026.
• Remote e-voting runs 1–3 September 2026.
• Shareholders should register/update KYC details in their folios.

Overview

• Standalone BRSR for FY2025-26 submitted by MPS Limited.
• Main activities: AI-driven Research Solutions (69.67% turnover) and Education Solutions (30.33%).
• Exports comprise 99.76% of turnover; 6 domestic offices and 2 international offices.

Key ESG Risks & Opportunities

• Data security and privacy risk; ISMS/GDPR-aligned controls; potential regulatory penalties.
• Compliance and risk management reliance on internal controls; penalties possible.
• Opportunity from strong governance, ethical conduct, and investment in human capital.
• Opportunity from upskilling in AI/digital publishing to enhance delivery and retention.
• Sustainable sourcing policy not yet formalized; potential supply chain improvements.

Governance & Policy Highlights

• Board oversees ESG without a separate sustainability committee.
• Policies: Anti-bribery & Corruption, Whistle Blower, Code of Conduct, POSH.
• ISMS/data privacy framework; ISO 27001:2022 and ISO 9001:2015 certifications.
• Audits: PwC internal audits; annual Secretarial Audit by Sridharan & Sridharan.
• POSH: 2 complaints in FY25-26; 0 pending; 1 upheld.

Social Responsibility & Workforce

• Total employees: 3,003 (Permanent 2,965; Male 1,857; Female 1,146; Others 38).
• Board female representation: 3 of 6; Key management female: 1 of 3.
• Permanent employee turnover: ~28.85% (FY25-26); male 28.44%, female 29.62%.
• Wellbeing spend: 0.32 (FY25-26) vs 0.34 (FY24-25).
• LTIFR and fatalities: Nil; 100% health & safety assessments completed.
• CSR beneficiaries: 19,340 under CSR programs; IIMPACT girl education: 15,433; other initiatives.

Environmental Performance

• Energy: non-renewable electricity 10,270.72; fuel 763.44; total non-renewable 11,034.17.
• Energy intensity: 0.25 GJ/INR lac turnover; PPP-adjusted 51.21.
• GHG emissions: Scope 1 126.80 MT CO2e; Scope 2 2,025.62 MT; Scope 3 28.28 MT.
• Total emissions intensity: 0.05 MT/INR lac (Scope 1+2); PPP 0.13 tCO2e/USD Million.
• Waste: IT service context; e-waste disposed via authorized vendors; no ZLD; no hazardous waste.
• Certifications: ISO 27001:2022; ISO 9001:2015.

Stakeholder Engagement & Complaints

• Stakeholders: investors, employees, customers, communities, NGOs/regulatory bodies, suppliers.
• Engagement channels: meetings, emails, website, stock exchanges; frequency as required.
• POSH-related complaints: 2 filed FY25-26; resolved; no pending at year end.
• Grievance mechanisms: Whistle Blower Policy; 24x7 customer support; accessible via email.
• Value chain compliance: vendor onboarding includes statutory declarations and contractual obligations.

Other Notable Metrics

• Related party transactions: Purchases 2.66%; Sales 1.87%; Loans to related parties 99.96%; Investments 92.66%.
• Data privacy/cybersecurity: no data breaches reported; no consumer complaints on data privacy.
• Product/Service footprint limited to services; no product recalls reported.

AGM Details

• Date and time: 04 September 2026, 05:00 P.M. IST.
• Mode: VC/OAVM.
• Voting cut-off date: 28 August 2026.
• Remote e-voting: 01 September to 03 September 2026, 09:00–17:00 IST.

Resolutions Put to Vote

• Ordinary: Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appointment of director by rotation.
• Ordinary: Re-appointment of statutory auditors for five years; remuneration to be fixed by the board.
• Ordinary: Appointment of a new non-independent non-executive director.
• Special: Re-appointment of an independent non-executive director for five years.

Auditor Appointment

• Statutory auditors to hold office for five consecutive years; board to fix remuneration.

Director Changes

• New non-independent non-executive director appointed.
• Independent non-executive director re-appointed for five-year term.