Scheme of Arrangement

Ref: MPSL/SE/41/2026-27 Date: 22 July 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, Plot No. C/1, Department of Corporate Services G Block, Bandra – Kurla Complex, Bandra (East), Phiroze Jeejeebhoy Towers Mumbai - 400 051, India Dalal Street, Mumbai- 400001, India Symbol: MPSLTD Scrip Code: 532440 ISIN: INE943D01017 ISIN: INE943D01017 Dear Sir/Madam, Sub: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Re: Notice of Meeting of Unsecured Creditors of MPS Limited (“the Company”) pursuant to Order dated 02 July 2026 of the Hon’ble National Company Law Tribunal, Chennai Bench (“NCLT”), in the matter of Scheme of Amalgamation of ADI BPO Services Limited (“Transferor Company”) with MPS Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”). This is in reference to our earlier disclosure dated 17 July 2026 under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.r.t. the order dated 02 July 2026 passed by Hon’ble NCLT (“Order”) in the First Motion Application filed by MPS Limited seeking directions for convening meetings of the Unsecured Creditors of the Company for their requisite approval on the proposed Scheme of Amalgamation under Section 230–232 of the Companies Act, 2013 and rules made thereunder. It is to further intimate you that pursuant to the said order, the schedule for convening the aforesaid meetings is as follows: S.No. Particulars Day and Date Time of Meeting Mode of Meeting of Meeting 1. Unsecured Saturday, 11:30 A.M.(IST) Through Video Conferencing / Creditors 22 August 2026 Other Audio-Visual Mode (“VC/OAVM”) In this regard, we enclose herewith the notice, explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the annexures thereto (“Notice”). A copy of this Notice is also placed on the website of the Company at https://www.mpslimited.com/scheme-of-amalgamation/ and will also be available on the websites of the Stock Exchanges where Equity Shares of the Company are listed, i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of CDSL at www.evotingindia.com. The Notice, together with the Explanatory Statement and accompanying annexures, is being dispatched on 22 July 2026 to the Unsecured Creditors of the Company whose names appear in the records of the Company as on the Cut-off Date, through e-mail. www.mpslimited.com Registered Office: Block-B6, 3rd Floor, Gateway Office Parks, No. 16, G.S.T Road, Perungalathur, Chennai, Tambaram, Kanchipuram, Tamil Nadu-600063, India Email: info@mpslimited.com | Corporate Identification Number: L22122TN1970PLC005795 In compliance with the applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the SEBI Listing Regulations, the applicable SEBI Circulars and Secretarial Standard-2 on General Meetings, the Company has provided the facility of remote e-voting and e-voting during the Meetings through Central Depository Services (India) Limited (“CDSL”) for the Unsecured Creditors to cast their votes on the resolutions set out in the Notice. You are requested to kindly take the above information on your records. Yours Faithfully, For MPS Limited Raman Sapra Company Secretary and Compliance Officer Encl: As above www.mpslimited.com Registered Office: Block-B6, 3rd Floor, Gateway Office Parks, No. 16, G.S.T Road, Perungalathur, Chennai, Tambaram, Kanchipuram, Tamil Nadu-600063, India Email: info@mpslimited.com | Corporate Identification Number: L22122TN1970PLC005795 MPS LIMITED CIN: L22122TN1970PLC005795 Regd., Office: Block-B6, 3rd Floor, Gateway Office Parks, No. 16, G.S.T Road, Perungalathur, Chennai, Tambaram, Kanchipuram, Tamil Nadu — 600063 Tel: +91 1204599750; Website: www.mpslimited.com; Email: investors@mpslimited.com NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF MPS LIMITED CONVENED AS PER THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH (“NCLT” OR "HON’BLE TRIBUNAL”) IN ITS ORDER DATED JULY 02, 2026 Day Saturday Date August 22, 2026 Time 11:30 A.M. (IST) Through Video Conferencing/ Other Audio Visual Mode Mode of meeting (“VC/OAVM”) Cut-off date for dispatching the notice to Sunday, March 15, 2026 eligible Unsecured Creditors Cut-off date for e-voting Sunday, March 15, 2026 Remote e-voting start date and time Wednesday, August 19, 2026 at 09:00 A.M. (IST) Remote e-voting end date and time Friday, August 21, 2026 at 05:00 P.M (IST) Sl. No. Index Page no. Notice of the Meeting of the Unsecured Creditors of MPS Limited under the 1-10 provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) (“Notice”) Explanatory Statement in terms of Sections 102, 230(3), 232 and other applicable 11-32 provisions of the Act read with Rule 6 of the CAA Rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), SEBI Master Circular on “Scheme of Arrangement by Listed Entities” dated June 20, 2023 (“SEBI Master Circular”) and other applicable circulars issued by SEBI read with the Observation Letters issued by National Stock Exchange of India Limited and BSE Limited dated March 02, 2026 (“Statement”) Annexures Scheme of Amalgamation between ADI BPO Services Limited (“ADI BPO”) and MPS Limited (“MPS”) and their Respective Shareholders and Creditors 33-57 (“Scheme”), enclosed in Annexure | Share valuation cum share exchange ratio report dated July 18, 2025, issued by Registered Valuers M/s. Finvox Analytics, (IBBI Registration No. IBBI/RV- 58-78 E/06/2020/120) enclosed in Annexure Il Fairness Opinion(s) dated July 18, 2025, issued by M/s. D & A Financial Services 79-84 Private Limited (SEBI Registration no. INM000011484), enclosed as Annexure Il Observation letters issued by the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”) dated March 02, 2026, conveying their no adverse 85-92 observations / no-objection for filing the Scheme with NCLT, respectively provided in Annexure IVA and Annexure IVB Reports adopted by the respective Board of Directors of ADI BPO and MPS pursuant to Section 232(2)(c) of the Companies Act, 2013 explaining the effect of the 93 -100 Amalgamation, etc., enclosed as Annexure VA and Annexure VB respectively Statutory Auditors’ Certificates dated July 18, 2025 on conformity of accounting treatment, issued by M/s. Walker Chandiok & Co LLP, Statutory Auditor to ADI 101-105 BPO and MPS enclosed as Annexure VIA and Annexure VIB respectively Audited Financial Statements (Standalone and Consolidated) of ADI BPO as on 106 - 203 March 31, 2025 are enclosed in Annexure VIl 10. Supplementary Accounting Statement (Unaudited) of ADI BPO as on December 204-213 31, 2025 enclosed in Annexure VIII 11. | Audited Financial Statements of MPS as on March 31, 2025 are enclosed in 214-347 Annexure IX 12. |Supplementary Accounting Statement (Unaudited) of MPS as on December 31, : 348 -357 2025, enclosed in Annexure X 13. | Copy of the Order passed by the Hon’ble National Company Law Tribunal, Chennai Bench (“NCLT” or “Hon’ble Tribunal”) dated July 02, 2026 (“Order”) enclosed in| 358 —380 Annexure XI Note: The Notice of the Meeting, Statement made in terms of Section 102, 230(3), 232 and other applicable provisions of the Act read with Rule 6 of the CAA Rules, the SEBI Listing Regulations, SEBI Master Circular and other applicable circulars issued by SEBI read with the Observation Letters issued by National Stock Exchange of India Limited and BSE Limited da [Showing first 8,000 characters — download PDF for full document]