MPS Ltd

Certification details

• MPS Limited awarded ISO/IEC 42001:2023 certification for its Artificial Intelligence Management System (AIMS).
• Certification granted by DNV Business Assurance, accredited by the Dutch Accreditation Council (RvA).
• Covers delivery centers in Chennai, Noida, Dehradun, and Bangalore.
• Certificate validity from August 25, 2026 to August 24, 2029 with annual surveillance audits.
• Scope includes governance of AI across digital learning, scholarly publishing, platforms, and AI-enabled products.
• Each AI initiative under the scope subject to risk and impact assessments and monitoring.
• Certification sits alongside ISO 9001 and ISO/IEC 27001 certifications.
• Gives clients externally validated governance, data protection, and risk-management assurances.
• MPS serves over 1,100 customers with 3,200+ colleagues across nine countries.

MPS Limited trading window closed from 01 October 2026; will reopen 48 hours after declaration of Financial Results for the quarter and six months ending 30 September 2026

Amalgamation approval

• NCLT Chennai approves second motion for ADI BPO-MPS amalgamation scheme.
• Order records approval by MPS equity shareholders and unsecured creditors at 22 Aug 2026 meetings.
• Tribunal directs service of notices to authorities for representations, due within 30 days.
• Certified copy uploaded on 18 Sep 2026; order pronounced 16 Sep 2026.
• Order copy enclosed and also available on MPS Limited website.
• Hearing scheduled for 04 Nov 2026; representations due in 30 days.

AGM details

• Date/time/mode: 04 September 2026, 05:00 PM IST, via VC/OAVM.
• Record date for voting entitlement: 28 August 2026.

Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for FY ended 31 March 2026.
• Ordinary: Re-appointment of Jayantika Dave as Non-Independent Non-Executive Director.
• Ordinary: Re-appointment of Walker Chandiok & Co LLP as Statutory Auditors for five years.
• Special: Appointment of Atul Vohra as Non-Independent Non-Executive Director.
• Special: Re-appointment of Karthik Bhat Khandige as Independent Non-Executive Director.

Voting results

• All ordinary resolutions passed with requisite majorities.
• Special resolution for Karthik Bhat Khandige passed with requisite majority.

Director changes

• Jayantika Dave re-appointed as Non-Independent Non-Executive Director.
• Atul Vohra appointed as Non-Independent Non-Executive Director.
• Karthik Bhat Khandige re-appointed as Independent Non-Executive Director.

Auditors

• Walker Chandiok & Co LLP re-appointed as Statutory Auditors for five years.

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.