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MPS Limited Capital/Financing Update 2026

Feb 4, 2026

62623_rns_2026-02-04_8d352188-2696-4c47-8da8-d40fa49242dc.pdf

Capital/Financing Update

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Ref: MPSL/SE/106/2025-26 Date: 04 February 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 ,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

This is pursuant to Regulation 30 read with Para B of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026, and in continuation of our earlier intimations dated 30 January 2026, wherein it was informed that MPS North America LLC (“MPS NA LLC”) , a wholly-owned subsidiary of MPS Limited (“the Company”) , has entered into a Stock Purchase Agreement (“SPA”) dated 30 January 2026, for the acquisition of 100% stake in Unbound Medicine, Inc., Delaware, USA, for a total consideration of USD 16.50 Million (subject to customary adjustments), payable in accordance with the terms and conditions set out in the SPA and other definitive transaction documents.

In this regard, we wish to inform you that the proposed acquisition by MPS NA LLC is intended to be funded through a combination of internal accruals and external borrowings. Accordingly, MPS NA LLC has agreed to avail the following funding arrangements, in one or more tranches, to partially finance the acquisition consideration:

  1. Inter-company loan from American Journal Experts, LLC, North Carolina (a wholly-owned subsidiary), aggregating to USD 3.00 Million;

  2. Inter-company loan from the Company, aggregating to USD 1.94 Million; and

  3. Term loan facility proposed to be availed by the Company from ICICI Bank Limited, aggregating to INR 420.00 million, the proceeds of which shall be utilised towards equity infusion into MPS NA LLC.

In this regard, the Company proposes to infuse equity aggregating to USD 9.81 million into MPS NA LLC, for the purpose of partially funding the proposed acquisition. The said equity infusion shall be funded through a combination of internal accruals and the aforesaid term loan from ICICI Bank Limited and shall be undertaken in compliance with the applicable provisions of the Foreign Exchange Management Act, 1999, and the Foreign Exchange Management (Overseas Investment) Rules and Regulations, 2022.

MPS NA LLC shall continue to remain a wholly owned subsidiary of the Company before and after the equity infusion, with the Company’s shareholding remaining unchanged at 100% on both a pre-infusion and post-infusion basis.

The detailed terms and conditions of the aforesaid inter-company loans and the proposed term loan facility, as required to be furnished in compliance with Regulation 30 read with Para B of Part A of 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, are enclosed as “Annexure A” .

www.mpslimited.com

Registered Office: RR Towers IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032-India, Tel: +91 44 49162222 Email: [email protected] Corporate Identification Number: L22122TN1970PLC005795

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In addition, the acquisition may be partially funded through inter-company loans from other group entities as part of the overall funding structure. Such inter-company funding, if any, shall not be material in nature.

The aforesaid funding arrangements are being undertaken in compliance with applicable laws, rules, and regulations, and the Company has obtained all necessary internal approvals in this regard.

The above disclosure is being made pursuant to Regulation 30 of the SEBI Listing Regulations. Any subsequent development, modification, or further information, if material, shall be disclosed in accordance with applicable law within the prescribed timelines.

This is for your kind information and records.

Thanking you,

Yours Faithfully, For MPS Limited

Raman Digitally signed by Raman Sapra Date: 2026.02.04 22:08:08 +05'30' Sapra Raman Sapra Company Secretary and Compliance Officer

Encl: As Above

www.mpslimited.com

Registered Office: RR Towers IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032-India, Tel: +91 44 49162222 Email: [email protected] Corporate Identification Number: L22122TN1970PLC005795

“Annexure-A”

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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
1 2 3
1. Name(s) of parties with
whom the agreement is
entered;		 American Journal
Experts, LLC (AJE LLC)
and MPS North America
LLC, USA (“MPS NA
LLC”)		 MPS Limited
(“Company”) and MPS
North America LLC,
USA (“MPS NA LLC”)		 MPS Limited
(“Company”) and ICICI
Bank Limited
2. Purpose
of
entering
into the agreement;		 To
provide
inter-
company funding to
support part-financing
of
the
proposed
acquisition.		 To
provide
inter-
company funding to
support part-financing
of
the
proposed
acquisition.		 To avail a term loan
facility,
including
equity infusion into
MPS NA LLC, USA,
towards
part-funding
for
the
proposed
acquisition and other
corporate purposes.
3. Size of agreement; Loan aggregating to
USD 3.00 Million.		 Loan aggregating to
USD 1.94 Million.		 Sanctioned Limits:
Term Loan: INR 420.00
Million.
4. Shareholding, if any, in
the entity with whom
the
agreement
is
executed;		 AJE LLC is a wholly-
owned subsidiary of
MPS NA LLC.		 MPS NA LLC is a wholly-
owned subsidiary of
the Company.		 The Company does not
hold any shareholding
in ICICI Bank Limited.
5. Significant terms of the
agreement (in brief),
special rights like right
to appoint directors,
first
right
to
share
subscription in case of
issuance
of
shares,
right to restrict any
change
in
capital
structure, etc.;		 The Significant terms
are detailed in S.No. 9
below.
The Agreement does
not
contain
terms
pertaining to the right
to appoint directors,
the first right to share
subscription in case of
issuance of shares, or
the right to restrict any
change
in
capital
structure.		 The Significant terms
are detailed in S.No. 9
below.
The Agreement does
not
contain
terms
pertaining to the right
to appoint directors,
the first right to share
subscription in case of
issuance of shares, or
the right to restrict
any change in capital
structure.		 The Significant terms
are detailed in S.No. 9
below.
The Agreement does
not
contain
terms
pertaining to the right
to appoint directors,
the first right to share
subscription in case of
issuance of shares, or
the right to restrict
any change in capital
structure.
Promoter
holding
to
be
maintained above 50%.
6. Whether
the
said
parties are related to
promoter/promoter
group/ group companies
in any manner. If yes,
nature of relationship;		 AJE LLC is a wholly-
owned subsidiary of
MPS NA LLC.
The transaction does
not
involve
the
promoter and promoter
group.		 MPS NA LLC is a wholly-
owned subsidiary of
the Company.
The transaction does
not
involve
the
promoter
and
promotergroup.		 No

www.mpslimited.com

Registered Office: RR Towers IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032-India, Tel: +91 44 49162222 Email: [email protected] Corporate Identification Number: L22122TN1970PLC005795

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7. Whether
the
transaction would fall
within
related
party
transactions? If yes,
whether the same is
done at “arm’s length”;
Yes, the transaction
constitutes a related
party
transaction
between two wholly
owned subsidiaries and
is undertaken on an
arm’s-length basis.		 Yes, the transaction
constitutes a related
party
transaction
between the Company
and its wholly owned
subsidiary
and
is
undertaken
on
an
arm’s-length basis.		 The transaction does
not fall within the
ambit of related party
transactions under the
applicable
provisions
of the Companies Act,
2013, and SEBI (LODR)
Regulations 2015.
8. In case of issuance of
shares to the parties,
details of the issue
price, class of shares
issued;		 Not Applicable Not Applicable Not Applicable
9. In
case
of
loan
agreements, details of
the
lender/borrower,
nature of the loan, total
amount
of
loan
granted/taken,
total
amount
outstanding,
date of execution of the
loan
agreement/
sanction letter, details
of
the
security
provided to the lenders
/by the borrowers for
such loan, or in case
outstanding loans lent
to a party or borrowed
from a party become
material
on
a
cumulative basis;



Lender:
American
Journal Experts, LLC;
Borrower:MPS North
America LLC, USA;
Nature of Loan:Inter-
company loan;
Total amount of loan:
USD 3.00 Million;
Date of execution:04
February 2026;
Security:Unsecured
Rate of Interest:
Interest at the rate of
3.79%
per
annum,
being determined in
accordance with the
Applicable
Federal
Rates (AFR) for mid-
term loans;		 Lender:MPS Limited;
Borrower:MPS North
America LLC, USA;
Nature of Loan:Inter-
company loan;
Total amount of loan:
USD 1.94 Million;
Date of execution:04
February 2026;
Security:Unsecured
Rate of Interest:
Interest at the rate of
8.69%
per
annum,
calculated
in
accordance with the
Safe
Harbour
Rules
under
the
Indian
Transfer
Pricing
Regulations,
being
determined as SOFR
plus 445 basis points;		 Lender:
ICICI
Bank
Limited;
Borrower:
MPS
Limited;
Nature
of
Loan
Availed:Rupee Term
Loan;
Total amount of loan:
INR 420.00 Million;
Date of execution:04
February 2026;
Security:
Exclusive charge over
current
assets
and
movable fixed assets
of the borrower.
Rate of Interest:
Interest at a rate of
7.85% per annum linked
to I-MCLR-1M;

www.mpslimited.com

Registered Office: RR Towers IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032-India, Tel: +91 44 49162222 Email: [email protected] Corporate Identification Number: L22122TN1970PLC005795

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10. Any other disclosures
related
to
such
agreements,
viz.,
details of nominee on
the board of directors
of the listed entity,
potential
conflict
of
interest arising out of
such agreements, etc.;		 Not Applicable Not Applicable Not Applicable
11. In case of termination
or amendment of the
agreement, the listed
entity
shall
disclose
additional details to the
stock exchange(s):
i.name of parties to the
agreement;
ii.nature
of
the
agreement;
iii.date of execution of
the agreement;
iv.details
of
amendment and impact
thereof or reasons of
termination and impact
thereof.		 Not Applicable Not Applicable Not Applicable

www.mpslimited.com

Registered Office: RR Towers IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032-India, Tel: +91 44 49162222 Email: [email protected] Corporate Identification Number: L22122TN1970PLC005795

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