MPS Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 55th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2025.

1. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

The Boards R

(INR in Lacs)

Particulars	Stand alone		Consolidated
	For the year ended 31 March 2025	For the year ended 31 March 2024	For the year ended 31 March 2025	For the year ended 31 March 2024
Revenue from operations	35,133.52	32,756.74	72,688.85	54,530.65
Other income	2,159.04	1,502.97	1,251.69	1,221.25
Total Income	37,292.56	34,259.71	73,940.54	55,751.90
Total Expenses	22,776.47	19,889.33	54,418.85	39,625.85
Finance costs	68.62	84.09	78.26	86.20
Depreciation and amortization expense	1,212.57	1,098.83	2,741.13	1,998.35
Earnings before interest, taxes, depreciation, and amortization (EBITDA)	13,638.24	14,050.34	21,089.39	16,989.35
Profit before exceptional items and tax	-	-	19,521.69	16,126.05
Exceptional items	-	-	591.07	-
Profit before tax (PBT)	14,516.09	14,370.38	20,112.76	16,126.05
Total tax expenses	3,516.13	3,725.59	5,221.81	4,249.23
Profit for the year	10,999.96	10,644.79	14,890.95	11,876.82
Total other comprehensive income for the year, net of tax	115.75	1.65	365.06	221.64
Total comprehensive income for the year	11,115.71	10,646.44	15,256.01	12,098.46
Earnings per equity share (nominal value of share INR 10) (Expressed in absolute amount in INR) Basic Diluted	64.86 64.81	62.75 62.70	87.80 87.73	70.01 69.96

2. OPERATIONAL HIGHLIGHTS

The operational highlights of the performance on a Standalone and Consolidated basis are as follows:

Standalone

The revenue from operations for the year ended 31 March 2025 stood at INR 35,133.52 Lacs as against INR 32,756.74 Lacs for the previous year. The total comprehensive income for the year ended 31 March 2025 was INR 11,115.71 Lacs, EPS (Basic) INR 64.86 per share and EPS (Diluted) INR 64.81 per share as against the total comprehensive income of INR 10,646.44 Lacs, EPS (Basic) of INR 62.75 per share and EPS (Diluted) INR 62.70 for the previous year.

The Standalone Ind AS Financial Statements ("financial statements") have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time; all other relevant provisions of the Act are separately disclosed in the Annual Report.

Consolidated

The revenue from operations for the year ended 31 March 2025 stood at INR 72,688.85 Lacs as against INR 54,530.65 Lacs for the previous year. The total comprehensive income for the year ended 31 March 2025 was INR 15,256.01 Lacs, EPS (Basic) INR 87.80 per share, and EPS (Diluted) INR 87.73 per share as against INR 12,098.46 Lacs, EPS (Basic) INR 70.01 per share, and EPS (Diluted) INR 69.96 per share for the previous year.

The Consolidated Ind AS Financial Statements ("financial statements") have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time; and all other relevant provisions of the Act are separately disclosed in the Annual Report.

3. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations"), is presented in a separate section, forms part of the Annual Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the financial year ended 31 March 2025.

5. DIVIDEND

In line with the Dividend Distribution Policy of the Company, which is available on the Companys website at the weblink

during the financial year 2024-25, the Board of Directors of the Company, in their meeting held on 23 January 2025, declared an interim dividend of INR 33 per equity share of face value of INR 10/-each for the financial year 2024-25, to the shareholders who were recorded in the register of members as on 29 January 2025, being the record date fixed for this purpose, and the same has been paid thereafter.

In addition to the Interim Dividend, the Board of Directors of the Company, in their meeting held on 16 May 2025, recommended a Final Dividend of INR 50 per equity share of the face value of INR 10/- each for the financial year 2024-25. The Proposed dividend shall be paid within 30 days from the date of AGM, to the shareholders whose names appear in the register of members as of 13 August 2025, being the record date fixed for this purpose, subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

The total dividend payout for the financial year 2024-25, including the proposed Final Dividend, amounts to INR 83 per equity share of the face value of INR 10/- each and would involve a total outflow of INR 14,197.83 Lacs.

6. TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to the general reserve, and the entire amount of profit for the year forms part of the Retained Earnings.

7. SHARE CAPITAL

The paid-up equity shares capital of the Company as of 31 March 2025 is INR 1,710.58 Lacs. During the financial year 2024-25, there has been no change in the authorized, issued, subscribed, and paid-up equity share capital of the Company. Further, the Company has

no other type of securities except equity shares, which forms part of the Share Capital of the Company.

8. STATUTORY AUDITORS AND AUDIT REPORT

Statutory Auditors

Pursuant to Section 139(1) of the Companies Act, 2013, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), was appointed as the Statutory Auditors of the Company by the Shareholders at the 51^st AGM of the Company for a period of 5 years, i.e., to hold office till the conclusion of the 56^th AGM to be held in the calendar year 2026.

Statutory Auditors Report

The Auditors Report on the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2025, read with relevant notes thereon, is self-explanatory and therefore does not call for any further comments. The Auditors Report does not contain any qualifications, reservations, or adverse remarks.

Details with respect to frauds reported by Auditors

During the year, the Statutory Auditors have not reported any matter under the second proviso of Section 143(12) of the Companies Act, 2013, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

9. SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

The Company has 4 (Four) direct subsidiaries as of 31 March 2025. There has been no material change in the nature of the business of the subsidiaries during the financial year ended 31 March 2025.

The Consolidated Financial Statements of the Company, including the subsidiaries, are presented in a separate section, forms part of the Annual Report. The consolidated financial statements have been prepared in compliance with applicable Accounting Standards and, wherever applicable, the SEBI Listing Regulations. Further, pursuant to Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of subsidiaries in Form AOC-1 is attached to the consolidated financial statement of the Company.

Further, pursuant to Section 136 of the Companies Act, 2013, the financial statements, including consolidated

financial statements, financial statements of subsidiaries, and all other documents, are also available on the Companys website at the web link

During the year:

MPS North America, LLC (MPS NA LLC), a wholly- owned subsidiary of the Company, is focused on 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.

The Revenue from Operations of MPS NA LLC for the year ended 31 March 2025 was INR 7,241.19 Lacs as compared to INR 6,943.07 Lacs during the previous year. The profit before tax for the year was INR 205.76 Lacs, and the total comprehensive income was INR 404.42 Lacs as compared to the previous years profit before tax of INR 2,175.97 Lacs and total comprehensive income of INR 2,180.75 Lacs.

American Journal Experts (AJE), LLC, Delaware, a Special Purpose Vehicle ("SPV") incorporated on 20 February 2024 and a wholly owned subsidiary of MPS North America, LLC, including its step-down subsidiary, American Journal Experts, LLC, North Carolina ("AJE LLC") and American Journal Online (Beijing) Information Consulting Limited ("AJO"), are the leading scientific language editing service provider and trusted partner to academic and author communities, with over one million manuscripts edited.

For the financial year ended 31 March 2025, the Revenue from Operations of AJE LLC was INR 14,585.89 Lacs, profit before tax was INR 3,963.64 Lacs, and the total comprehensive income was INR 3,173.45 Lacs.

For the financial year ended 31 March 2025, the Revenue from Operations of AJO was INR 8,628.80 Lacs, profit before tax was INR 920.92 Lacs, and total comprehensive income was INR 695.45 Lacs.

Semantico Limited, UK, the wholly owned subsidiary of MPS North America, LLC, is in the business of providing platform development and maintenance.

The Revenue from Operations of Semantico Limited for the financial year ended 31 March 2025 was INR 1,672.16 Lacs as compared to INR 1,708.98 Lacs the previous

year. The profit before tax for the year ended 31 March 2025 was INR 49.22 Lacs, and total comprehensive income was INR 43.64 Lacs, as compared to the previous years profit before tax of INR 47.90 Lacs and the total comprehensive income of INR 96.72 Lacs.

MPS Interactive Systems Limited, a wholly-owned subsidiary of the company, is an emotionally intelligent learning design company with over three decades of experience in designing digital learning and performance support solutions that drive performance gains and maximize training ROI and ROE.

The Revenue from Operations of MPS Interactive Systems Limited for the year ended 31 March 2025 was INR 6,418.66 Lacs, as compared to INR 8,275.07 Lacs during the previous year. The profit before tax for the year ended 31 March 2025 was INR 2,558.15 Lacs, and the total comprehensive income was INR 1,990.03 Lacs as compared to the previous years profit before tax of INR 1,246.80 Lacs and the total comprehensive income of INR 968.15 Lacs.

Liberate Group, i.e., Liberate Learning Pty Ltd, Liberate eLearning Pty Ltd, and App-eLearn Pty Ltd, a well-known learning provider in Australia, offering a gamut of services spanning the learning spectrum, is a subsidiary of MPS Interactive Systems Limited.

The Revenue from Operations of Liberate Group for the financial year ended 31 March 2025 was INR 4,280.08 Lacs. The profit before tax for the year ended 31 March 2025 was INR 1,181.22 Lacs, and the total comprehensive income was INR 900.78 Lacs.

MPS Europa AG, a wholly-owned subsidiary of the company, is focused on AR/VR technologies, a learning assessment engine, and an LMS platform for experiential learning for the modern workforce.

The Revenue from Operations of MPS Europa AG for the year ended 31 March 2025 was INR 789.56 Lacs as compared to INR 1,259.09 Lacs during the previous year. The profit before tax for the year ended 31 March 2025 was INR 32.69 Lacs, and the total comprehensive income was INR 54.86 Lacs, as compared to the previous years Profit before tax of INR 408.50 Lacs and profit after tax and the total comprehensive income of INR 458.63 Lacs.

13. FORMAL ANNUAL EVALUATION

The Companies Act, 2013 and SEBI Listing Regulations contain provisions for the evaluation of the performance of:

(i) the Board as a whole;

(ii) various committees of the Board; and

(iii) the individual directors (including independent directors and the Chairperson)

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and individual directors pursuant to the provisions of the Companies Act, 2013, and SEBI Listing Regulations.

The performance of the Board was evaluated based on inputs from the board members, the Boards composition, the effectiveness of board processes, information and functioning, areas, and quality of the review, and the establishment and delineation of responsibilities to committees.

The performance of the committees was evaluated based on inputs received from the committee members, covering the inputs on the composition of committees, effectiveness of committee meetings, degree of fulfillment of key responsibilities, committee dynamics, and quality of the relationship of the committee with the board and the management.

The performance of the individual directors was reviewed based on inputs from the board members, including input on the contribution of the individual directors to the board and committee meetings.

The performance of the Chairman was evaluated based on inputs from the board members regarding his leadership, stakeholder management, vision, and strategy.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013, and the SEBI Listing Regulations, a meeting of the Independent Directors of the Company was held on 27 February 2025, without the presence of non-independent directors and members of the management. At this meeting, the Independent Directors, inter alia, reviewed the performance of the NonIndependent Directors, the Board as a whole, and the Chairman of the Company, taking into consideration the views of both Executive and Non-Executive Directors. They also assessed the quality, quantity, and timeliness of the flow of information between the Management and the Board, which is critical for the Board to effectively discharge its responsibilities.

The observations and feedback of the Independent Directors were duly communicated to the Chairman of the Board as part of this evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTOR(S) UNDER SUB-SECTION (6) of SECTION 146

All independent directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI Listing Regulations, to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

In the opinion of the Board, the independent directors fulfill the criteria of independence specified in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel, and Other Employees. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise, and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

15. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Ms. Yamini

Tandon (DIN:06937633), Non-Executive Director, retires by rotation at the ensuing AGM of the Company and, being eligible, offers herself for re-appointment. Accordingly, a resolution is included in the Notice of the 55^th Annual General Meeting of the Company, seeking approval of members for her re-appointment as a Director of the Company.

Changes in the Board

During the Financial Year 2024-25, the following changes took place in the composition of the Board of Directors of the Company:

• Appointment of Independent Directors:

• Ms. Ruvina Singh (DIN: 10352020) and Mr. Karthik Bhat Khandige (DIN: 06730563) were appointed as Additional Directors under the category of Independent Non-Executive, of the Company by the Board of Directors on 19 July 2024, for a first term commencing from 30 July 2024 to 29 July 2026 (both days inclusive). Their appointments were subsequently approved by the Shareholders through a Postal Ballot resolution dated 24 September 2024.

• Ms. Divya Verma (DIN: 03149607) was appointed as an Additional Director under the category of Independent Non-Executive of the Company by the Board of Directors on 23 January 2025, for a first term commencing from 24 January 2025 to 23 January 2027 (both days inclusive). Her appointment was approved by the Shareholders through a Postal Ballot resolution dated 31 March 2025.

• Retirement of Independent Directors:

• Ms. Achal Khanna (DIN: 00275760) and Ms. Jayantika Dave (DIN: 01585850) retired as Independent Non-Executive Directors with effect from 30 October 2024, upon completion of their second term of three (3) years.

• Mr. Ajay Mankotia (DIN: 03123827) retired as an Independent Non-Executive Director with effect from 29 January 2025, upon completion of his second term of three (3) years.

The Board placed on record its sincere appreciation for their invaluable contributions and guidance during their tenure as Independent Directors of the Company.

The detailed section on Board of Directors is also given in the Report on Corporate Governance forms part of the Annual Report.

Key Managerial Personnel

During the financial year 2024-25, Mr. Sunit Malhotra relinquished his office as Chief Financial Officer (CFO) and KMP upon attaining the age of superannuation, effective from the close of business hours on 30 September 2024. Subsequently, Ms. Prarthana Agarwal was appointed as the CFO and designated as a KMP with effect from 01 October 2024.

The details of KMPs of the Company in accordance with Section 2(51) and Section 203 of the Companies Act,

2013, read with rules framed thereunder, as of 31 March 2025, are as follows:

S.No.	Name of KMPs	Designation
1.	Mr. Rahul Arora	Chairman, CEO and Managing Director
2.	Ms. Prarthana Agarwal	Chief Financial Officer
3.	Mr. Raman Sapra	Company Secretary

16. TRANSFER OF UNCLAIMED DIVIDENDS/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

Pursuant to Section 124 of the Companies Act, 2013, read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investors Education and Protection Fund (IEPF) established by the Central Government of India, after the completion of seven years. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be required to be transferred by the Company to the Demat Account of the IEPF Authority.

There were no unclaimed dividends due for transfer to the IEPF during the financial year 2024-25.

The details of all unpaid/unclaimed dividends and shares transferred/liable to be transferred to IEPF are available on the Companys website at the web link https://www.mpslimited.com/investors-overview/ .

17. SECRETARIAL AUDIT AND COMPLIANCE

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. R. Sridharan & Associates, Company Secretaries, the Secretarial Auditors of the Company, carried out the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report as given by the Secretarial Auditors, in Form No. MR-3 of MPS Limited is annexed to this Report as "Annexure-A.I".

In terms of the aforementioned provisions, the Secretarial Audit Report of the material unlisted Indian subsidiary of the Company, i.e., MPS Interactive Systems Limited, for

the financial year 2024-25 is annexed to this Report as "Annexure-A.II".

The Secretarial Auditors have not expressed any qualification, reservation, or adverse remark in their report, and the report is self-explanatory. The Secretarial Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act 2013, and subject to the approval of the shareholders of the Company, the Board of Directors at its meeting held on 16 May 2025, approved the appointment of M/s Sridharan & Sridharan Associates, Company Secretaries (Unique Identification No.: P2022TN093500), as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, from FY 2025-26 to FY 2029-30.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the SEBI Listing Regulations, read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated 08 February 2019, the Company received the Secretarial Compliance Report for the financial year ended 31 March 2025 from M/s R. Sridharan and Associates, Company Secretaries, who acted as the Secretarial Auditors of the Company.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

19. DEPOSITS

During the year, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The Company is in compliance with Section 186 of the Companies Act, 2013, in respect of loans and investments made by the Company, as applicable. The particulars of the same have been disclosed in the notes to the standalone financial statements of the Company, forms part of the Annual Report.

21.

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors, KMPs, anc Senior Management Personnel of the Company is in accordance with the Nomination and Remuneration Policy of MPS Limited, formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, read with Regulation 19 o the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

• To lay down criteria with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in senior management and key managerial positions of the Company and recommend to the Board theii appointment and removal.

• To lay down the criteria for determining qualifications positive attributes and Independence of a Directoi and recommend to the Board a policy relating to, the remuneration of directors, key managerial personnel senior management and other employees based or the Companys size and financial position and trends and practices on remuneration prevailing in peei companies engaged in the industry as the Company

• To lay down the criteria for evaluation of the performance of directors, key managerial personnel and senior management personnel.

• To determine whether to extend or continue the term of appointment of the independent director based on the performance evaluation report of the independent directors.

• To devise a policy on the diversity of the board o directors.

• To retain, motivate, and promote talent and to ensure the long-term sustainability of talented Manageria Persons and create a competitive advantage.

The full version of the Nomination and Remuneration policy of the Company may be accessed on the Companys website at the weblink

22. DISCLOSURE PURSUANT TO SECTION 197(12j OF THE COMPANIES ACT, 2013

The particulars regarding the Remuneration to Directors and KMPs as per Section 197(12) of the Companies Act

2013, read with rules framed thereunder, are annexed to this Report as "Annexure-B".

In terms of the first proviso to Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the members and others entitled thereto, excluding the information on employees remuneration particulars mentioned under Section 197(12) of the Companies Act,

2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014. The said information is available for inspection by the Members during business hours on all days except Saturdays, Sundays, and holidays. Any member interested in inspecting the same may write to the Company Secretary at the Registered Office/Corporate Office of the Company.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, hereby state and confirm the following:

a. in the preparation of the Annual Accounts, the applicable Accounting Standards were followed along with proper explanation relating to material departures, if any.

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c. the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors had prepared the annual accounts on a going concern basis.

e. the Directors had laid down internal financial controls to be followed by the Company and ensured that such internal financial controls are adequate and were operating effectively.

1. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

with its size and the nature of its operations. These have been designed to provide reasonable assurance regarding recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization, and ensuring compliance with corporate policies.

The Audit Committee undertakes a periodic assessment to ensure compliance with best practices. The Company has laid down Internal Financial Controls as detailed in the Act.

During the year, the Company engaged M/s PricewaterhouseCoopers Services LLP (PwC), its Internal Auditors, to verify and report on the operational and financial controls of the Company. The Internal Audit team of PwC conducts quarterly audits, which include a review of the operating effectiveness of internal controls. Additionally, M/s Walker Chandiok & Co LLP, Chartered Accountants, the Statutory Auditors of the Company, were responsible for auditing and reporting on the standalone and consolidated financial statements of the Company.

The Audit Committee reviews the reports submitted by the Management, Internal Auditors, and Statutory Auditors. The suggestions for improvement are considered, and the Audit Committee follows up on corrective action.

26. RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year 2024-25 were in the ordinary course of business and at arms length basis and in accordance with the provisions of the Companies Act, 2013, read with the rules framed thereunder and SEBI Listing Regulations. The Audit Committee granted the omnibus approval for related party transactions. The same is reviewed on a quarterly basis by the Audit Committee, as per Section 188 of the Companies Act, 2013, read with rules made thereunder, Regulation 23 of the SEBI Listing Regulations, and applicable Accounting Standards.

During the year, the Company did not enter into any related party transactions that had a conflict with that of the Company at large. Further, the Company did not enter into any material related party transactions, as specified in Section 188(1) of the Companies Act, 2013, with any of its related parties. The details of related party transactions as entered into by the Company are

disclosed in the standalone and consolidated financial statements of the Company.

Further, pursuant to the provisions of Section 188 of the Companies Act, 2013, read with rules framed thereunder, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-2 is annexed to this Report as "Annexure-C".

The Company has also adopted a Policy on Related Party Transactions, which was last reviewed in the Board Meeting held on 23 January 2025. The same is available on the Companys website at the web link 27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM (WHISTLE-BLOWER POLICY)

The Company adheres to the requirements outlined in Section 177 of the Companies Act, 2013, and Regulation 22 of the SEBI Listing Regulations, and has in place an effective Vigil Mechanism/Whistle Blower Policy. This policy enables Directors and Employees to report concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct or Ethics, and provides safeguards against victimization of any individual who avails of the mechanism.

To ensure effective implementation of the policy, an Ethics Committee has also been constituted. The policy permits reporting of concerns directly to the Chairman of the Audit Committee. The Company affirms that no personnel have been denied access to the Audit Committee during the year under review.

During the year, the Company has not received any complaints under the Vigil Mechanism (Whistle Blower Policy).

The Whistle Blower Policy of the Company is available on the Companys website at the

28. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company maintains a zero-tolerance policy towards sexual harassment and is committed to fostering a safe and respectful work environment for all employees. We are dedicated to upholding a culture of dignity, equality, and mutual respect across the organization.

of the Companies Act, 2013, and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a report on Corporate Social Responsibility covering a brief extract of the CSR policy of the Company and the CSR projects undertaken by the Company during the financial year 2024-25, is annexed to this Report as "Annexure-D".

31. CORPORATE GOVERNANCE

The Company remains committed to enhancing shareholder value by upholding the highest standards of accountability, transparency, and integrity in its operations. In line with this commitment, the Report on Corporate Governance, as prescribed under Regulation 34(3) read with Section C of Schedule V of the SEBI Listing Regulations, forms an integral part of this Annual Report.

A certificate from M/s R. Sridharan & Associates, Company Secretaries, confirming compliance with the Corporate Governance requirements as specified under Regulations 17 to 27 and clauses (b) to (i) and (t) of regulation 46(2) and para C, D and E of Schedule V and Regulation 34 (3) of SEBI Listing Regulations, as amended, for the financial year ended 31 March 2025, is annexed to the Report on Corporate Governance.

32. ENVIRONMENT, HEALTH, AND SAFETY

The Company remains steadfast in its commitment to employee well-being, the development of safe and efficient service offerings, and minimizing its environmental impact on society. Our operations are conducted with a strong commitment to ensuring the safety of all stakeholders, strict compliance with environmental regulations, and the responsible use of natural resources.

To uphold the safety and protection of our employees, we have implemented a robust policy aimed at preventing Sexual Harassment in the Workplace. This policy includes an effective mechanism for reporting and addressing complaints, and fostering a secure and respectful work environment across our service operations.

33. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has also formulated a Code of Conduct to regulate, monitor,

and report trading in Securities of the Company and a Code of Practices and procedures for fair disclosure of unpublished price sensitive information which is available on the Companys website at the weblink https://www.mpslimited.com/Policies/Prevention-of- insider-trading.pdf .

34. EMPLOYEE STOCK OPTION SCHEME

Pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (hereinafter referred to as the "SEBI ESOP Regulations"), the shareholders of the Company, vide Postal Ballot Resolution dated 21 January 2023, approved the MPS Limited- Employee Stock Options Scheme 2023 ("ESOS 2023" or "Scheme") authorizing the Nomination and Remuneration Committee to grant to the eligible employees of the Company and its subsidiary(ies) not exceeding 4,00,000/- (four lakh) employee stock options, convertible into not more than an equal number of equity shares of the face value of INR 10/- (Rupees Ten), each fully paid up upon exercise, out of which not more than 2,00,000 (two lakh) equity shares are to be sourced from Secondary Acquisition from time to time through an employee welfare trust named MPS Employee Welfare Trust ("Trust").

During the previous financial year, on 11 April 2023, the Nomination and Remuneration Committee approved the first grant of 74,030 (Seventy-Four Thousand and Thirty) options under the Scheme, each exercisable into one fully paid-up equity share of INR 10/- to eligible employees.

During the financial year 2024-25, on 27 September 2024, the Nomination and Remuneration Committee approved the second grant of 1,10,970 (One Lac Ten Thousand Nine Hundred and Seventy Only) options under the Scheme, each exercisable into one fully paid- up equity share of INR 10/- to eligible employees.

Subsequently, on 05 May 2025, the Nomination and Remuneration Committee approved the third grant of 58,900 (Fifty-Eight Thousand Nine Hundred Only) options under the Scheme, each exercisable into one fully paid-up equity share of INR 10/- to eligible employees.

Pursuant to SEBI ESOP Regulations, all the existing and proposed benefits under this scheme are administered by the trust under the supervision of the Nomination and Remuneration Committee of the Company.

The applicable disclosure pursuant to Regulation 14 of SEBI ESOP Regulations and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, for the year ended 31 March 2025, along with the previous year ended 31 March 2024, is available on the Companys website at the weblink https://www.mpslimited.com/ annual-general-meeting/ .

There is no material change in the aforesaid ESOS 2023, and the same is in compliance with SEBI ESOP Regulations.

The Certificate from the Secretarial Auditors of the Company certifying that the Scheme is being implemented in accordance with the SEBI ESOP Regulations and the resolution passed by the Members, is available on the Companys website at the weblink https://www.mpslimited . com/annual-general-meeting/ and the same will also be available for inspection during the meeting in electronic mode upon login to the CDSL Portal.

35. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The provisions regarding disclosure of particulars with respect to the Conservation of Energy are not applicable to the publishing services industry, as the operations are not energy-intensive. However, constant efforts are being made to make the infrastructure more energy-efficient.

B. Research & Development and Technology Absorption, Adaptation & Innovation

The disclosure of particulars with respect to Research & Development and Technology Absorption, Adaptation, and Innovation is annexed to this Report as "Annexure-E".

C. Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange earnings through exports were INR 34,994.64 Lacs as against INR 32,622.73 Lacs during the previous year. The Foreign exchange outgo during the year was INR 4,385.89 Lacs as against INR 3,142.21 Lacs during the previous year. Thus, the net foreign exchange earned by the Company during the year was INR 30,608.75 Lacs as against INR 29,480.52 Lacs during the previous year.

36.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

In Compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to prepare a Business Responsibility and Sustainability Report on the environmental, social, and governance disclosures. The Business Responsibility and Sustainability Report of the Company for the financial year ended 31 March, 2025, is presented in the separate section and forms part of this Report as "Annexure-F".

37. SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

No significant change or development, that could affect the Companys financial position, has occurred during the end of the financial year and the date of this Report.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN THE FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

39. OTHER DISCLOSURES

There were no transactions on the following matters during the year and hence no reporting or disclosure is required:

• Issue of equity shares with differential rights as to dividend, voting, or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except the Employees Stock Option Scheme referred to in this Report.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of a one-time settlement with any Bank or Financial Institution. Maintenance of cost records and requirement of cost audit as prescribed pursuant to Section 148(1) of the Companies Act, 2013, are not applicable for the business activities carried out by the Company.

40. APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, and Central and State Governments for their consistent support and

encouragement of the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

	For and on behalf of the Board of Directors
	Rahul Arora
Date* 16 May 2025	Chairman and CEO
Place: Switzerland	DIN:05353333