BSECompany Update4d ago · 1 Aug 2026, 10:58 am

Completion of the Merger of American Journal Experts, LLC, North Carolina, with and into American Journal Experts, LLC, Delaware.

MPS Ltd · 532440

✦ AI SummaryM&A

MPS Ltd has completed the first step of a two-step merger with American Journal Experts, LLC, North Carolina, and American Journal Experts, LLC, Delaware, with the second step proposed to be completed in accordance with the terms of the Agreement and Plan of Merger and applicable law.

Analysis Scores

Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact8/10
Market Sentiment5/10

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MPS Ltd - 532440 - Announcement under Regulation 30 (LODR)-Restructuring

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Ref: MPSL/SE/46/2026-27 Date: 01 August 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 Sirs, Subject: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), and with reference to our earlier intimation dated 15 May 2025 regarding the proposed internal restructuring of the Company's subsidiaries, we wish to inform you that MPS North America LLC (“MPS NA”), a Florida limited liability company and a subsidiary of MPS Limited (“Company”), has entered into an Agreement and Plan of Merger with American Journal Experts, LLC, North Carolina (“AJE-NC”) and American Journal Experts, LLC, Delaware (“AJE-DE”), for undertaking a two-step merger transaction. The merger is undertaken in the following two steps. Pursuant to the Agreement and Plan of Merger, the First Merger, involving the merger of AJE-NC with and into AJE-DE, has become effective on 01 August 2026. The Second Merger, involving the merger of AJE-DE with and into MPS North America LLC, is proposed to become effective on a date to be determined in accordance with the terms of the Agreement and Plan of Merger and applicable law. The details are as follows: 1. First Merger – Merger of AJE-NC with and into AJE-DE AJE-NC has merged with and into AJE-DE, with AJE-DE continuing as the surviving entity. The First Merger became effective on 01 August 2026. Upon the effectiveness of the First Merger, the separate existence of AJE-NC ceased, and AJE-DE, as the surviving entity, succeeded to and assumed all the rights, privileges, powers and assets of AJE-NC, as well as its debts, liabilities and obligations, in accordance with applicable law and the terms of the Agreement and Plan of Merger. 2. Second Merger – Merger of AJE-DE with and into MPS North America LLC Pursuant to the effectiveness of the First Merger, AJE-DE will merge with and into MPS North America LLC, with MPS North America LLC continuing as the final surviving entity. The Second Merger is proposed to become effective in accordance with the terms of the Agreement and Plan of Merger and applicable law. Upon effectiveness of the Second Merger, the separate existence of AJE-DE shall cease and MPS North America LLC, as the surviving entity, shall succeed to and assume the rights, privileges, powers and assets of AJE-DE, including those acquired by AJE-DE pursuant to the First Merger, together with all debts, liabilities and obligations of AJE-DE. The effectiveness of the Second Merger shall be intimated to the Stock Exchanges in due course in accordance with the applicable regulatory requirements. 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, Email: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795 Accordingly, upon completion of the aforesaid two-step merger, MPS North America LLC is proposed to be the final surviving entity, with the business, assets, rights, liabilities and obligations of AJE-NC and AJE-DE being consolidated into MPS North America LLC in accordance with applicable law and the terms of the Agreement and Plan of Merger. The information required to be disclosed under Regulation 30 read with Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026, is enclosed herewith as “Annexure-A”. The above disclosures are also being made available on the Company's website, www.mpslimited.com, under the Investors section. This is for your information and 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, Email: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795 “Annexure-A” Details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated 30 January 2026: S.No. Particulars Details a. Name of the entity(ies) forming part The transaction involves three entities, namely of the amalgamation/merger, American Journal Experts, LLC, North Carolina details in brief such as size, (“AJE-NC”), American Journal Experts, LLC, turnover etc. Delaware (“AJE-DE”), and MPS North America LLC, Florida (“MPS NA”). The transaction is being undertaken in two steps. The First Merger, involving the merger of AJE- NC with and into AJE-DE, has become effective on 01 August 2026, with AJE-DE continuing as the surviving entity. The Second Merger, involving the merger of AJE-DE with and into MPS NA, is proposed to become effective in accordance with the terms of the Agreement and Plan of Merger and applicable law, with MPS NA continuing as the final surviving entity. Revenue from Operations for the year ended 31 March 2026: S.No. Name of Entity Amount (in Lacs) 1 MPS NA 11,449.47 2 AJE-DE - 3 AJE-NC 10,097.28 b. Whether the transaction would fall The transaction is an intra-group restructuring within related party transactions? If involving wholly owned subsidiaries of MPS yes, whether the same is done at Limited whose accounts are consolidated with “arm’s length”. the Company. Accordingly, the transaction is exempt under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transaction has been undertaken pursuant to the Agreement and Plan of Merger and in accordance with the applicable laws governing the relevant jurisdictions. c. Area of business of the entity(ies) American Journal Experts, LLC, North Carolina (“AJE-NC”) is engaged in providing scientific language editing services and serves academic and author communities. American Journal Experts, LLC, Delaware (“AJE-DE”) is a Special Purpose Vehicle and a wholly-owned subsidiary of MPS North America LLC, forming part of the AJE business. 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, Email: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795 MPS North America LLC (“MPS NA”) is engaged in content creation and development, production, AI-enabled services, research and permissions, project management and media asset development for K12, Higher Education, Academic and STM publishers, ed-tech companies and schools. d. Rationale for The merger is undertaken as part of an internal amalgamation/merger restructuring of the Company's subsidiaries. Given the alignment in business activities across the entities, the consolidation is aimed at streamlining operations, enhancing management oversight, and driving greater operational efficiency. The merger supports revenue growth and enhances profitability through the optimization of administrative, operational, and marketing expenses. e. In case of cash consideration – No cash consideration is involved in the amount or otherwise share transaction. Pursuant to the First Merger, the exchange ratio membership interests of AJE-NC are extinguished and converted into equivalent membership interests in AJE-DE. Subsequently, pursuant to the Second Merger, the outstanding membership interests of AJE- DE are proposed to be cancelled and extinguished, with the rights and interests therein being reflect [Showing first 8,000 characters — download PDF for full document]