mps ltd share price Directors report

To

The Members,

Your Directors take pleasure in presenting the 53^rd 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 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of the financial performance of your Company for the financial year 2022-23 along with previous years figures are summarized below:

Particulars	Standalone		Consolidated
	For the year ended 31 March 2023	For the year ended 31 March 2022	For the year ended 31 March 2023	For the year ended 31 March 2022
Revenue from operations	29,801.28	28,401.73	50,104.68	44,888.18
Other income	911.43	1,118.63	1,077.30	1,408.87
Total income	30,712.71	29,520.36	51,181.98	46,297.05
EBITDA	12,034.68	10,183.81	15,675.50	12,627.86
Finance costs	102.07	116.21	110.78	153.22
Depreciation and amortization expense	1,183.98	1,347.11	1,949.08	2,087.72
Profit Before Tax (PBT)	11,660.06	9,839.12	14,692.94	11,795.79
Tax expense	3,031.65	2,693.12	3,773.61	3,083.74
Profit for the year	8,628.41	7,146.00	10,919.33	8,712.05
Total other comprehensive income for the year, net of tax	383.02	140.63	1,175.52	421.76
Total comprehensive income for the year	9,011.43	7,286.63	12,094.85	9,133.81
Earnings per equity share (nominal value of share INR 10)
Basic and diluted (earnings per equity share expressed in absolute amount in INR)	50.47	39.87	63.87	48.61

2. OPERATIONAL HIGHLIGHTS

Backed by revenue growth and strong financial discipline, we continued to generate healthy cash flows and showcased a strong performance during the financial year 2022-23.

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

Standalone

The Revenue from operations for the year ended 31 March 2023 stood at INR 29,801.28 Lakhs as against INR 28,401.73 Lakhs for the previous year. Total comprehensive income for the year ended 31 March 2023 was INR 9,011.43 Lakhs and EPS INR 50.47 per share as against INR 7,286.63 Lakhs and INR 39.87 per share respectively, 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 ("the Act") read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act are separately disclosed in the Annual Report.

Consolidated

The Revenue from operations for the year ended 31 March 2023 stood at INR 50,104.68 Lakhs as against INR 44,888.18 Lakhs for the previous year. Total comprehensive income for the year ended 31 March 2023 was INR 12,094.85 Lakhs and EPS INR 63.87 per share as against INR 9,133.81 Lakhs and INR 48.61 per share respectively, 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. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended 31 March 2023.

4. DIVIDEND

The Board of Directors of the Company, in their meeting on 16 May 2023, had recommended a final Dividend of INR 20/- per equity share of the face value of INR 10/- each. The Final dividend, if approved by the shareholders, would be paid to those shareholders whose name appears on the register of members as on the record date mentioned in the notice convening the 53^rd Annual General Meeting ("AGM") of the Company.

The Final Dividend as recommended by the Company is in accordance with the Dividend Distribution Policy of the Company framed pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which can be accessed at the web link: https://www.mpslimited .com/Policies/Dividend-Distribution-Policy.pdf

5. 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.

6. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31 March 2023 is INR 1,710.58 Lakhs. There has been no change in the paid-up Equity Share Capital of the Company during the financial year. Further, the Company has no other type of securities except equity shares forming part of the Share Capital of the Company.

7. STATUTORY AUDITORS AND AUDIT REPORT

Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were 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 Financial Statements of the Company for the financial year ended 31 March 2023 read with relevant Notes thereon are self-explanatory and does not call for any further explanations. The

Auditors Report does not contain any qualification, reservation, or adverse remark.

Details in respect of frauds reported by auditors During the year under review, the Statutory 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.

8. SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

The Company has 4 subsidiaries as on 31 March 2023. There has been no material change in the nature of the business of the subsidiaries during the financial year ended 31 March 2023. Besides, there are no companies which have become or ceased to be subsidiaries of the Company during the Financial Year ended 31 March 2023.

As per the requirements of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC-1, is attached to the Consolidated Financial Statement of the Company.

MPS North America, LLC (MPS North America), a wholly owned subsidiary of the Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers.

TherevenueofMPSNorthAmericaLLCfortheyearended 31 March 2023 was INR 8,720.48 Lakhs as compared to INR 9,236.50 Lakhs during the previous year. The Profit before tax for the year was INR 472.25 Lakhs and Profit after tax and before other comprehensive income was INR 350.97 Lakhs as compared to the previous years Profit before tax of INR 564.49 Lakhs and Profit after tax and before other comprehensive income of INR 390.62 Lakhs respectively.

The Company also has two downstream subsidiaries named Highwire Press Limited (under process of Strike off) and Semantico Limited. Semantico Limited is a wholly owned subsidiary of MPS North America LLC.

MPS Interactive Systems Limited, wholly owned subsidiary of your Company is focused on high end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning.

The revenue of MPS Interactive Systems Limited for the year ended 31 March 2023 was INR 6,949.71 Lakhs compared to INR 5,387.14 Lakhs during the previous year. The profit before tax for the year was INR 1,958.20_ Lakhs and profit after tax and before other comprehensive income was INR 1,437.08 Lakhs as compared to the previous years Profit before tax of INR 1028.86 Lakhs and Profit after tax and before other comprehensive income of INR 767.80 Lakhs respectively.

During the year the Company has acquired one downstream subsidiary named E.I. Design Private Limited on 30 May 2022.

MPS Europa AG: The Company is focused on Assessment Engine, Learning Management Platform for management education.

The revenue of MPS Europa AG for the year ended 31_March 2023 was INR 1,016.07 Lakhs compared to INR 1,518.51 Lakhs during the previous year. The Loss before tax for the year was INR 76.45 Lakhs and loss after tax and before other comprehensive income was INR 76.45 Lakhs as compared to the previous years Profit before tax of INR 29.32 Lakhs and Profit after tax and before other comprehensive income of INR 25.00 Lakhs respectively.

TOPSIM GmbH: The Company is focused on multiplayer workshop-based simulations platform for management education.

The revenue of TOPSIM GmbH for the financial year ended 31 March 2023 was INR 1,569.47 Lakhs compared to INR 1,490.83 Lakhs during the previous year. The profit before tax for the year was INR 234.72 Lakhs and profit after tax and before other comprehensive income was INR 258.53 Lakhs as compared to the previous years profit before tax of INR 249.81 Lakhs and profit after tax and before other comprehensive income of INR 273.80 Lakhs respectively.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents are also available on the website of the Company viz. https://www.mpslimited.com/financial-information/

9. BOARD MEETINGS

During the Financial Year ended 31 March 2023, the Board of Directors of the Company met 6 (Six) times to transact the business of the Company. Details of the Board Meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

10. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, as on 31 March 2023, the Audit Committee of MPS Limited comprises of 3 (Three) Members, out of which 2 (Two) Members are Independent Non- Executive Directors and 1 (One) is Executive Director. The Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

11. 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 Chairperson)

The Board of Directors has 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 received from the Board Members, on the composition of the Board, the effectiveness of Board processes, information and functioning, areas and quality of review, 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 received from the Board Members, covering the inputs on the contribution of the individual Director to the Board and Committee meetings.

The performance of the Chairperson was evaluated based on inputs received from the Board Members, on his leadership, stakeholder management, vision and strategy.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI Listing Regulations, separate Meeting of the Independent Directors of the Company was also held on 25 January 2023, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

The Board at its meeting reviewed the performance of the Independent Directors and the performance of the Committees.

12. DECLARATION BY INDEPENDENT DIRECTOR(S)

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, so as 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 fulfil the criteria of independence specified in Section 149(6) of the Act 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.

13. DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

In accordance with the provisions of Section 152 of Act and the Articles of Association of the Company, Ms. Yamini Tandon, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 53^rd Annual General Meeting of the Company for seeking approval of members for her re-appointment as a Director of the Company.

Changes in the Board

During the year, there was no change in the composition of Board of Directors of the Company.

Board Composition

As on 31 March 2023, the Companys Board has a strength of 6 (Six) Directors including 3 (Three) Woman Directors. The Chairman of the Board is an Executive Director. The composition of the Board is as below:

Category	Number of Directors
Executive Director	1
Independent Non-Executive Directors	4
Non-Independent Non-Executive	1
Director

The detailed section on ‘Board of Directors is also given in the ‘Report on Corporate Governance forming part of this Report.

Key Managerial Personnel

The details of Key Managerial Personnels (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder on 31 March 2023 are as below:

S.No. Name of KMPs	Designation
1. Mr. Rahul Arora	Chairman and CEO
2. Mr. Sunit Malhotra	Chief Financial Officer*
3. Mr. Raman Sapra	Company Secretary#

*During the year, the Board in its meeting held on 03 May 2022 accepted the resignation of Mr. Ratish Mohan Sharma, from the position of Chief Financial Officer with effect from the close of business hours on 18 May 2022 and considered and approved the appointment of Mr. Sunit Malhotra, as the Chief Financial Officer of the Company with effect from 19 May 2022. ^# During the year, the Board in its meeting held on 28 July 2022, accepted the resignation of Mr. Utkarsh Gupta, from the position of Compliance Officer with effect from the closure of business hours on 28 July 2022 and considered and approved the appointment of Mr. Sunit Malhotra, as the Compliance Officer of the Company with effect from 29 July 2022. Subsequently, the Board in its meeting held on 16 December, 2022 appointed Mr. Raman Sapra, as Company Secretary and Compliance Officer of the Company with effect from 17 December 2022 in place of Mr. Sunit Malhotra, who relinquished from the position of Company Secretary and Compliance Officer of the Company with effect from the closure business hours of 16 December 2022.

14. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND AUTHORITY

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules), all dividend which were unpaid or unclaimed for seven consecutive years or more are liable to be transferred to the Investors Education and Protection Fund (IEPF) Authority. Accordingly, the Company transferred an amount aggregating INR 11,12,663 to the Investor Education and Protection Fund during the financial year 2022-23. This amount was lying unclaimed with the Company for a period of seven years after the declaration of dividend for the financial year 2014-15 and 2015-16.

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) during the financial year 2022-23, the Company has transferred 3,263 equity shares whose dividend has not been paid or claimed for seven consecutive years or more to the demat account of IEPF Authority i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY, MINISTRY OF CORPORATE AFFAIRS. Before transferring the above-mentioned shares, the Company had published a newspaper advertisement and had also sent individual letters to the concerned shareholders who hadnt claimed or encashed their dividend for seven or more consecutive years.

15. SECRETARIAL AUDIT AND COMPLIANCE

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, R. Sridharan & Associates, Company Secretaries, the Secretarial Auditors of the Company, had carried out the Secretarial Audit for the financial year 2022-23.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report as given by the Secretarial Auditors of the Company in Form No. MR-3 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 2022-23 is annexed to this Report as "Annexure-A.II".

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

16. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

17. DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as of the date of the balance sheet.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year, the Company has granted a loan of INR 1,500 Lakhs to MPS Interactive Systems Limited, its Wholly-Owned Subsidiary Company for the acquisition of 100% Equity Shares of E.I. Design Private Limited.

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of loans and investments made by it, as applicable. The particulars of the same are furnished in the Notes to the Standalone Financial Statements of the Company.

19. NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors, KMPs, and 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 of 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 has 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 their appointment and removal.

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

• To lay down the criteria for evaluation of the performance of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

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

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

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

The full version of the Nomination and Remuneration policy of MPS Limited may be accessed on the Companys website at the weblink https://www.mpslimited.com /Policies/Nomination-and-Renumeration.pdf

20. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The particulars regarding the remuneration of the Directors and the KMPs as per Section 197 of the Companies Act, 2013, read with rules framed thereunder, is annexed to this Report as "Annexure-B".

In terms of the first proviso to Section 136(1) of the Act, 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 Act 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 Sunday and Holidays. Any Member interested in inspecting the same may write to the Company Secretary at the Registered Office/Corporate Office of the Company.

21. 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 had been followed along with proper explanation relating to material departures;

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 had taken 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 these Annual Accounts on a going concern basis;

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

f. 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.

22. RISK MANAGEMENT COMMITTEE

Pursuant to the provisions of Regulation 21(5) of SEBI Listing Regulations, the company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Risk Management Committee monitors and reviews the risk management plan and such other functions as assigned from time to time. The Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities, strategies for timely evaluation, reporting, and monitoring of the key business risks and their mitigation. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives.

The Companys risk management approach comprises the components i.e. Risk Governance, Risk Classification, Risk Origination, Risk Description & Mitigation, and Risk Monitoring.

Further, Mr. Vijendra Narendra Kumar is acting as Chief Technical Officer and Chief Risk Officer of the Company.

He plays a pivotal role in the oversight and execution of a Companys risk management functions. The Risk Management Committee met on a half-yearly basis in order inter-alia to discuss the methodology processes and systems to monitor and evaluate the risks associated with the business of the Company and the process of monitoring and overseeing of the implementation of the risk management policy, including evaluating the adequacy of current risk management systems.

23. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY

Pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 and Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has well-equipped and effective internal control systems in place that match the scale of its sector and the complexity of the market it works. Internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to 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 is undertaking a periodic assessment to ensure compliance with best practices. The Company has laid down Internal Financial Controls as detailed in the Act.

For the Financial year 2022-23, the Company had availed services of PricewaterhouseCoopers Services LLP (‘PWC), the Internal Auditors of the Company to verify and report on the operational and financial controls of the Company and M/s. Walker Chandiok & Co LLP, Chartered Accountants, the Statutory Auditors of the Company to report on the financial statements (Standalone & Consolidated) of the Company.

The Internal Audit team of PWC, conducts quarterly internal audits across the Company, which includes review of operating effectiveness of internal controls. The audit committee reviews the reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. The suggestions for improvement are considered and the audit committee follows up on corrective action.

24. RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year 2022-23, were in the ordinary course of business and on an arms length basis and are in accordance with the provisions of the Companies Act, 2013 read with the rules framed thereunder and SEBI Listing Regulations. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. During the year, the Company has not entered into any related party transaction that had a conflict with that of the Company at large. Further during the year, the Company has not entered into any material related party transactions, as specified in Section 188(1) of the Act, 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.

Further, pursuant to the provisions of Section 188 of the Act 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, the same is also available on the Companys website at the weblink https://www .mpslimited.com/Policies/Related-Party-Transaction.pdf

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing

Regulations, the Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics, policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the Directors and Employees to report their concerns directly to the Chairman of the Audit Committee of the Company. The Company has not received any complaint from any Whistle Blower during the financial year 2022-23.

The Whistleblower Policy of the Company is available on the website of the Company and can be accessed at the web link: https://www.mpslimited.com/Policies /Whistle-Blower.pdf

26. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has zero tolerance towards sexual harassment and is committed in providing a protective environment at the workplace. The Company dedicatedly emphasised on creating a work environment where every employee is treated with dignity and respect. The Company has in place a formal policy on the Prevention and Prohibition of Sexual Harassment at the Workplace and has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received.

The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, the Annual Return of the Company containing the particulars as prescribed under Section 92 of the Act, in Form MGT-7, is available on the Companys website https://www.mpslimited.com/investors-overview/.

28. CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility ("CSR") initiatives. In terms of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz. https://www.mpslimited .com/Policies/Corporate-Social-Responsibility.pdf

During the year under review, your Company spent INR 158 Lakhs on CSR activities i.e. 2% of the average of the net profits of the Company during the past three financial years. In accordance with the provisions of Section 134(3)(o) of the Act 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 during the financial year 2022-23, is annexed to this Report as Annexure-D. The composition, role and terms of reference of the CSR Committee are stated in the Corporate Governance Report forming part of the Annual Report.

29. CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adheres to the standards set out by the Securities and Exchange Board of India. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the SEBI Listing Regulations, forms part of the Annual Report together with a certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance.

30. ENVIRONMENT, HEALTH AND SAFETY

The Company continues to focus on employee well-being, developing safe and efficient products and minimizing the environmental impact of our operations on society. The Company is conducting its operations in such a manner so as to ensure the safety of all concerned compliances of environmental regulations and preservation of natural resources.

For the safety and protection of Employees, the Company has formulated and implemented a policy on the prevention of Sexual Harassment at the Workplace with an effective mechanism of lodging complaints.

31. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section forming part of the Annual Report.

32. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the website of the Company viz. https://www.mpslimited .com/Policies/Prevention-of-insider-trading.pdf

33. EMPLOYEE STOCK OPTION SCHEME

The shareholders of the Company vide Postal Ballot Resolution dated 21 January 2023, had approved ‘MPS Limited- Employee Stock Option 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 Lakhs) employee stock options, convertible into not more than equal number of equity shares of face value of Rs. 10/- (INR Ten) each fully paid up upon exercise, out of which not more than 2,00,000 (Two Lakhs) equity shares to be sourced from Secondary Acquisition, from time to time through an employee welfare trust namely ‘MPS Employee Welfare Trust ("Trust").

The Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on 11 April 2023, had considered and approved the grant of 74,030 (Seventy Four Thousand and Thirty) options exercisable into not more than 74,030 (Seventy

Four Thousand and Thirty) equity shares of the Company of the face value of INR 10/- (INR Ten Only) each fully paid-up, to eligible employees under the Scheme.

All the existing and proposed benefit under this scheme is administered by MPS Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee of the Company.

The Promoters, Independent Directors, Directors directly or indirectly holding 10% or above of the equity share capital of the Company, are not eligible for the grant of options/issue of shares under this Scheme.

The Certificate from R. Sridharan & Associates, Company Secretaries, Secretarial Auditors of the Company confirming that the ‘MPS Limited - Employee Stock Option Scheme 2023 has been introduced and implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available for inspection through electronic mode at the forthcoming AGM.

34. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUT-GO

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 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 are annexed to this Report as

Annexure-E.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was INR 29,621.20 Lakhs as against INR 28,069.79 Lakhs for the previous year ended

31 March 2022. Foreign exchange outgo was INR 3,608.15_Lakhs as against INR 4,770.00 Lakhs for the previous year. Thus, the net foreign exchange earned by the Company during the year ended 31 March 2023 was INR 26,013.05 Lakhs as against INR 23,299.79 Lakhs for the previous year.

35. ACQUISITION OF E.I. DESIGN PRIVATELIMITED

During the year the Company had through MPS Interactive Systems Limited, a wholly-owned subsidiary of the Company acquired the 100% of the issued and paid-up equity share capital of E.I. Design Private Limited, one of the most respected names in the custom eLearning content development industry for a total purchase consideration of INR 4,209 Lakhs.

36. MERGEROFE.I.DESIGNPRIVATELIMITEDINTO AND WITH MPS INTERACTIVE SYSTEMS LIMITED

The board of directors of E.I. Design Private Limited ("Transferor Company") and MPS Interactive Systems Limited ("Transferee Company") in their respective meetings held on 21 February 2023, considered and approved the scheme of merger of the Transferor Company into and with the Transferee Company ("Scheme") and recommended the same to shareholders, which was approved by the shareholders of the Transferor Company and the Transferee Company at their respective extraordinary general meeting held on 31 March 2023. Pursuant to the aforesaid approvals, the Transferee Company filed the Scheme with Regional Director, Southern Region, Chennai, Tamil Nadu ("Regional Director") for approval on 06 April 2023. The Transferor Company and the Transferee Company have determined the Appointed Date as 31 May 2022. However, the Scheme will become operative only from the effective date subject to necessary approval and such other permissions, sanctions and statutory approvals, as may be required.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

As the Environmental, Social and Governance (ESG) issues become increasingly important for Companies, the way in which they report on these issues has also progressed. As the world becomes increasingly aware of the impact of business on society and the environment, the concept of ESG reporting warrants significant attention.

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, your Company is providing the prescribed disclosures on ESG parameters as part of the Business Responsibility and Sustainability Report ("BRSR"), the same are annexed to this Report as Annexure-F.

38. SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

The Board of Directors of the Company, at its meeting on 11 April 2023, has considered and approved the raising of funds through the issuance of equity shares of the Company ("Equity Shares") or any other Equity-linked Securities of the Company or other securities convertible into or exchangeable for Equity Shares by way of Qualified Institutions Placement ("QIP") in accordance with the provisions of Chapter VI of SEBI (lssue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time and other applicable laws, and/or any other permissible modes, in one or more of the tranches for an aggregate amount up to INR 250 Crores (Rupees Two Hundred and Fifty Crores Only), subject to necessary approval and such other permissions, sanctions and statutory approvals, as may be required. The same was approved by the Shareholders vide Postal Ballot Resolution dated 14 May 2023.

Apart from this and except for the events disclosed elsewhere in the Annual Report, no significant change or development, that could affect the Companys financial position, has occurred between the end of the financial year and the date of this Report.

39._ SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review, no significant material order was passed by any regulator or court that would impact the going concern status or future business operations of the Company.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year.

41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Clause is not applicable to the Company.

42. 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
Date: 16 May 2023	Rahul Arora
Place: New York, USA	Chairman and CEO