Overview
At MPS, we view the world through a kaleidoscope, where every business, acquisition, and innovation, presents a unique perspective. When aligned with our purpose, these diverse viewpoints converge to form a powerful vision: to make learning smarter, accessible, and impactful for everyone. This metaphor encapsulates our working approach. Our kaleidoscope is fueled by a diverse portfolio that includes content, platforms, learning, and AI. Each segment offers specialized value, yet they come together to solve complex challenges holistically. This unity of purpose allows us to deliver more than just services; we provide strategic outcomes.
As we progress toward Vision 2027, this alignment distinguishes others in the marketplace. With a legacy spanning over 55 years, MPS has continually advanced smarter learning through its commitment to wider access and innovation in education. Over the past decade, our journey has been characterized by disciplined expansion, ongoing reinvention, and a focus on customer-centric growth. After a change in ownership in 2012, we reoriented ourselves toward speed and operational efficiency, laying the groundwork for a more agile and profitable MPS. This period involved strengthening our presence in the U.S. through targeted acquisitions, which set the stage for a broader transformation. Starting in 2015, we pursued diversification by nurturing DigiCore into a scalable platform business and entering adjacent verticals through strategic acquisitions, including Magplus, THINK, and our notable entry into corporate learning in 2018. During the global pandemic, we remained resilient, executing our business continuity plans seamlessly while acquiring HighWire to enhance our platform capabilities further. Emerging stronger in 2022, we aligned our teams, tools, and technologies around a refreshed strategy to serve the research, education, and corporate learning ecosystems. Acquisitions based on a revised playbook of funding growth followed—EI Design (2022), Liberate Learning (2023), and AJE (2024).
FY25 marked a pivotal moment in our journey from capability to synergies, unlocking potential and harmonizing strengths across our global ecosystem. We translated transformation into outcomes by successfully integrating AJE into our core business and achieving its profitability. We launched DigiCorePro, a digital publishing suite that unifies pre-acceptance and post-production workflows, and introduced THINK365, the web-native evolution of our subscription management platform. These launches represent more than product innovation; they showcase our enhanced ability to serve customers throughout the entire content and learning lifecycle.
BUSINESS SEGMENT OVERVIEW FOR FY 2025
MPS is a premium B2B provider of learning and platform solutions, dedicated to serving the Education, Research, and Corporate Learning markets. Our mission is to create more meaningful learner engagement and make learning accessible to all. Our team, consisting of over 3,000 professionals, operates in 10 countries. During FY25, MPS achieved significant progress across its business segments. Key developments included the launch of new SaaS products, the successful acquisition and integration of advanced capabilities, streamlined workflows for enhanced operational efficiency, and ongoing investment in MPSLabs to drive innovation and productivity. Below is an overview of MPSs business segments.
| Content Solutions | Platform Solutions | eLearning Solutions | |
| Scope includes content | Complete range of configurable | Developing and | |
| authoring, development, | platform solutions throughout the | delivering high-impact | |
| production, editorial, | entire content lifecycle, primarily | and comprehensive | |
| design, creative, rights and | delivered as SaaS. Products | learning and | |
| permissions, accessibility, | include DigiCorePro, Insight Vizor, | performance support | |
| Overview | |||
| transformation, and digital | Impact Vizor, Sigma, Scolaris, | solutions that provide | |
| enhancement. Delivered as | THINK, and Magplus | a high engagement | |
| full-service or asset-based | quotient and enhance | ||
| development across varied | learners performance | ||
| channels and media formats | |||
| Proportion of | |||
| 53% | 28% | 19% | |
| Revenue | |||
| 2013—Element LLC | 2016—Mag+ | 2018—TIS India, | |
| 2014—EPS | 2017—THINK | Switzerland, and | |
| Key | Germany | ||
| 2015—TSI Evolve | 2020—HighWire Press | ||
| Acquisitions | 2022—EI Design | ||
| 2024—AJE | 2024—AJE | ||
| 2023—Liberate | |||
| Learning Group | |||
| Value | Differentiation and | ||
| Speed and Efficiency | Innovation and Agility | ||
| Proposition | Global Delivery |
Strengthening Our Presence in the Asia-Pacific Region
The Asia-Pacific (APAC) region has emerged as MPS fastest-growing market in FY25, driven by an increasing demand for scalable, high-quality solutions in Education, Research, and Corporate Learning. To meet this demand, MPS is strengthening its presence in the region, allowing us to stay closer to clients and deliver at the speed and scale they require.
We expanded on our strategic entry into China via AJE by securing our first journal production partnership with a leading academic publisher and renewing our largest B2B contract for researcher support services with a premier university in the region. These developments highlight the growing importance of MPS solutions in the research landscape of APAC.
To further support our growth and enhance client proximity, we inaugurated a new branch office in Singapore. This regional hub enables rapid response, localized service delivery, and stronger client engagement. Singapore hosts several regional headquarters of our global clients, making it an ideal base for scaling our operations and co-creating solutions that meet evolving regional needs. The Singapore office has been established as a Center of Excellence, allowing us to assemble high-performing teams focused on innovation, service efficiency, and client engagement. By deepening our investment in the APAC region, we are enhancing service delivery capabilities and building stronger, lasting relationships with customers in one of the most dynamic markets for education and research.
The APAC region continued to emerge as MPS fastest-growing market in FY25, reflecting the regions expanding demand for scalable, high-quality solutions across education, research, and publishing. MPS is strengthening its presence to stay closer to its clients and deliver at the speed and scale the region demands.
AI and Innovation Spotlight
At MPS, innovation is a strategic lever and one of our core cultural principles. Through the dedicated efforts of the MPSLabs, alongside our businesses like EI Design, AJE, and HighWire, we are developing intelligent solutions that enhance quality, accelerate speed, and redefine user experiences across the education and research landscape.
Transforming Learning with AI
In FY25, our Corporate Learning business introduced an AI-powered avatar-based learning assistant. This conversational interface combines Generative AI, speech synthesis, and branching logic to provide realistic and scalable coaching, assessments, and simulations for soft skills. This innovation transforms digital learning into a highly personalized and immersive experience for enterprise learners, demonstrating our commitment to making training more human-like, adaptive, and effective at scale.
Enhancing Research Solutions with Rubriq
Our acquisition of AJE has expanded our AI capabilities with the introduction of Rubriq, an intelligent writing assistant designed specifically for academic authors. Rubriq assists researchers in improving manuscript structure, logical flow, and citation accuracy through AI-driven recommendations. This enables faster, higher-quality submissions and strengthens our position as a trusted partner in the scholarly publishing process.
Promoting Research Integrity with RICS
Additionally, our platform business, HighWire, has made significant strides in scholarly publishing with the development of the Research Integrity Check System (RICS). RICS uses AI to screen manuscripts for potential issues such as image manipulation, citation anomalies, and other integrity risks. In FY25, we presented the proof of concept for RICS at STMs AI Innovations Day, showcasing our commitment to responsible publishing and the proactive use of AI to safeguard academic quality.
Unified Innovation Vision
These innovations signal a broader transformation at MPS, aligning with our long-term goals outlined in Vision 2027. Our AI investments are part of a cohesive strategy to build a smarter, more integrated ecosystem encompassing learning, content, and research. By leveraging cross-functional insights and aligning AI with customer outcomes, MPS is positioning itself not just as a solutions provider but also as an AI thought partner for clients navigating the complexities of education and publishing.
VISION 2027
Our Deep Purpose is to help make learning accessible to ALL.
To build a globally impactful learning company that empowers the world to learn smarter. We aim to be the provider of choice across our markets, delivering experiential learning solutions powered by cutting-edge technology and innovation.
VALUES
Our ambitions are guided by our core values, which we refer to as the Triple E. These values define who we are today and will shape our future. They are principles we will not compromise on, and they serve as essential tools for our success.
• Excellence is a way of life for us. It means respecting our colleagues, taking ownership of our responsibilities, and committing our best efforts to our customers.
• Empathy is about caring. It involves deeply understanding others, grasping the unwritten nuances, and going the extra mile for those who depend on us.
• Efficiency defines who we are. It means driving automation, optimizing workflows, and embracing innovative operating models, ensuring that no task is considered "grunt work" at MPS. While the Triple E Values—Excellence, Empathy, and Efficiency—may seem distinct, they work in harmony to create a cohesive value system that defines the culture at MPS. Each value is important individually, but together, they form a powerful force that propels our organization toward success. By upholding these values, we will continue to innovate, evolve, and adapt to the ever-changing needs of our customers and the industry. We believe that this value system will not only shape our future but also help us achieve our long-term goals as an organization.
Value Creation Using the Five Capitals
At MPS, our approach to value creation is multifaceted. In addition to financial performance, we focus on developing and enhancing capabilities across five interconnected areas: Financial, Human, Intellectual, Social & Relationship, and Natural. This integrated framework illustrates how we consistently deliver lasting value for all stakeholders and work toward our Vision 2027. Here is a quick review of FY25 through the lens of this framework:
1. Financial Capital
Strengthening profitability and reinvestment for long-term growth
• Achieved robust revenue growth across segments with consistent EBITDA and PAT performance.
• Secured a multimillion, three-year contract of unprecedented scope and size with a leading education company, reinforcing strategic alignment. • Expanded our presence in the Asia-Pacific region, including our first contract in China and a new branch office in Singapore.
• Launched multiple new products, including DigiCorePro and THINK365, opening new monetization avenues.
• Maintained a debt-free position, enabling continued investment in AI, platforms, and acquisitions.
2. Intellectual Capital
Harnessing technology, platforms, and AI to drive innovation
• Launched DigiCorePro, an end-to-end digital publishing suite, and THINK365, a web-native subscription management solution.
• Consolidated infrastructure into HighWire Hosting to enhance scalability and performance.
• Introduced an AI-powered avatar-based learning assistant via Ei Design to simulate coaching and assessments.
• Advanced AI in research with Rubriq, a smart academic writing assistant, and RICS, an AI-driven Research Integrity Check System, presented as a POC at STMs AI Innovations Day USA.
• Won 61 Brandon Hall awards underscoring leadership in learning innovation.
• We now employ over 250 PhDs, reinforcing our position as a knowledge-led organization delivering high-quality, domain-rich solutions.
3. Human Capital
Empowering a diverse, skilled, and mission-aligned workforce
• 3,000+ global team members across 10 countries. • 36% gender diversity, fostering an inclusive and collaborative culture.
• Onboarded 800+ MPSpreneurs with specialized capabilities.
• Enabled our people with opportunities for growth and upskilling.
• Established a Center of Excellence in Singapore to enable a high-performance regional team.
• Promoted overall well-being through our partnership with the Sambandh Health Foundation, supporting initiatives that address mental health challenges, and create safe spaces for recovery and reintegration across communities.
4. Social & Relationship Capital
Fostering inclusive education, customer trust, and community impact
• Established a landmark content services engagement in China with a top academic institution and renewed a multiyear partnership with a premier university. • Advanced accessibility and inclusion by designing platforms compliant with global standards such as WCAG 2.1 AA, enabling equitable access to scholarship and science for diverse and underrepresented audiences.
• CSR contributions to girl child education through 68 learning centers under the IIMPACT initiative, benefiting ~2,553+ girls.
• Partnerships with Vedanta Foundation, Sambandh Health Foundation, Prem Charitable Trust, and KEM Hospital supporting mental health, disability inclusion, and value-based education.
5. Natural Capital
Minimizing environmental impact through digital efficiency and reforestation
• Utilized energy-efficient cloud infrastructure, leveraging platforms from two of the big three hyperscalers, to deliver client services while minimizing digital energy consumption and environmental impact. • Implemented digital-first workflows to eliminate paper-based processes, enhancing operational efficiency and reducing resource consumption. • Provided sustainable digital archiving solutions that minimize repetitive processing and reduce energy consumption across publishing workflows.
• Supported reforestation and climate resilience by planting over 2,500 trees in FY25 across Uttarakhand and Haryana in partnership with Grow-Trees.com • Enabled clients to reduce their environmental impact through energy-optimized hosting, long-term digital storage, and efficient content delivery solutions.
CULTURE
At MPS, our culture is the driving force behind transformation—not only within our organization but also across the global learning and publishing ecosystems we serve. Grounded in Ownership, Empowerment, Collaboration, Transparency, and Innovation, our cultural values enable us to scale our impact, deliver distinctive experiences, and shape the future of smarter learning. Ownership: We cultivate a culture where individuals are not just accountable but also proactive stewards of outcomes. At MPS, ownership means anticipating needs, taking initiative beyond defined roles, and standing by results with integrity. In todays complex and fast-paced digital landscape, this sense of personal accountability ensures that we deliver lasting value and cultivate long-term trust with our clients and partners. Empowerment: We believe that empowered individuals build resilient organizations. At MPS, empowerment involves enabling every employee—from editorial teams to product engineers—to make informed decisions, challenge assumptions, and act autonomously. As we expand our platform-led services and global operations, this empowerment guarantees agility, speed, and excellence across all touchpoints. We support this with structured delegation, investment in upskilling, and access to best-in-class tools and technologies. Collaboration: Addressing todays learning and content challenges requires deep collaboration across functions, geographies, and disciplines. At MPS, we nurture a culture where cross-functional teams co-create with clients, partners, and stakeholders to deliver comprehensive solutions. Whether integrating AI into workflows or transforming publishing ecosystems, our collaborative spirit unlocks innovation at scale. Transparency: In a business where reputation is everything, transparency is the foundation of our operations. We promote open communication, data-driven decision-making, and clarity of purpose at every level of the organization. This approach allows us to respond to client needs with honesty, manage risks responsibly, and uphold the highest standards of governance—especially as we expand our influence in regulated and high-integrity fields like research and education. Innovation: At MPS, innovation is not just a buzzword; its a discipline. We encourage every team to rethink the ordinary, pilot bold ideas, and leverage emerging technologies to solve client challenges. Whether its reimagining workflows through automation, personalizing learning using AI, or developing immersive digital platforms, we view innovation as a collective responsibility—and a strategic advantage. We invest in experimentation, continuous learning, and a fail-fast mindset to stay ahead of the curve. Together, these five culture pillars create a future-ready, customer-centric culture that drives our growth and purpose. They are not static values but dynamic behaviors that evolve with the needs of our people, our clients, and the world around us. At MPS, culture is not just what we stand for; its how we move forward.
CERTIFICATIONS
Our commitment and success are acknowledged by the following certifications:
• ISO 9001:2015: This is an international quality management system for the companys production business.
• ISO/IEC 27001:2013: This strengthens the information security management system; it applies to MPS Indian production units.
• PCI-DSS: This global information security standard is awarded by the Payment Card Industry Security Standards Council. This certification (PCI-DSS version 4.0.1) extends across the MPS fulfillment services/ THINK units.
• GDPR Compliant: The General Data Protection Regulation (GDPR) is the legislation that updates and unifies data privacy laws across the European Union (EU).
• COUNTER 5 Compliant: This is an international initiative that serves librarians, publishers, and intermediaries. The standards facilitate the consistent and credible recording and reporting of online usage statistics.
FINANCIAL OVERVIEW
| Items | FY2024-25 | FY2023-24 | YoY Change |
| Revenue from Operations | 72,689 | 54,531 | 33.30% |
| EBITDA | 21,090 | 16,989 | 24.14% |
| PAT | 14,891 | 11,877 | 25.38% |
| (INR in Lakhs) | |||
| Items | FY2024-25 | FY2023-24 | YoY Change |
| Revenue from Operations | 35,134 | 32,757 | 7.26% |
| EBITDA | 13,639 | 14,050 | (2.93%) |
| PAT | 11,000 | 10,644 | 3.34% |
| *Basis Standalone Financials |
Key Ratios
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018, the Company is required to provide details of significant changes (i.e., change of 25% or more as compared with the immediate previous financial year) in key financial ratios, along with detailed explanations. The key financial ratios are given below:
| Items | FY2024-25 | FY2023-24 | YoY Change |
| Debtors turnover (no. of days)** | 52 | 64 | (18.75%) |
| Current ratio (in times) | 1.97 | 1.61 | 22.36% |
| Operating profit margin*** | 25.24% | 27.49% | (8.18%) |
| Net profit margin | 20.49% | 21.78% | (5.92%) |
| Return on net worth | 31.74% | 26.78% | 18.52% |
| Items | FY2024-25 | FY2023-24 | YoY Change |
| Debtors turnover (no. of days)** | 67 | 54 | 24.07% |
| Current ratio (in times) | 4.67 | 4.83 | (3.31%) |
| Operating profit margin*** | 35.37% | 39.54% | (10.55%) |
| Net profit margin | 31.31% | 32.50% | (3.66%) |
| Return on net worth | 30.49% | 29.44% | 3.57% |
Financial Performance with Respect to Operational Performance
MPS is currently at the halfway point in its journey toward Vision 2027, having achieved revenues of approximately INR 726.89 crores and a profit after tax (PAT) of INR 148.91 crores in FY25. The company has largely maintained its profit margins through successful optimization and the integration of Liberate Learning and AJE. Additionally, MPS remained debt-free throughout the year and ended the review period with surplus funds on its balance sheet.
Segment-Wise Performance
Content Solutions: Revenue in the Content Solutions business grew by 34.40% in FY25 compared to the previous year, largely due to growth in the Education and Research Solutions verticals. Within Research Solutions, the Journals segment experienced healthy expansion, driven by volume growth in key accounts and increasing engagement with Journal Editorial Office (JEO) services. In the Education vertical, MPS strengthened its market position with robust growth across both existing accounts and new client acquisitions. The vertical benefited from rising demand for high-quality content production and strengthened client relationships in the global education market. AJE, acquired in FY24, exceeded expectations and achieved a successful turnaround. Strong revenue conversion and margin recovery reflect disciplined execution, improved cost control, and the integration of workflow enhancements. The content solutions segment continues to benefit from the increased adoption of automation tools, a growing client demand for value-added services, and strategic synergies across its content businesses.
Platform Solutions: Revenue in the Platform business grew by 67.38% in FY25 compared to the previous year, securing its position as the second-largest business segment. This significant growth was primarily driven by the acquisition of AJE, which expanded both the scale and scope of the segment. HighWire garnered increased interest, particularly around DigiCorePro, and maintained strong strategic relationships with its client base. Collaboration within the Research Solutions division, including MPSLabs, enhanced the platforms alignment with evolving market demands. Throughout the year, the pipeline remained active, with growing interest in new solutions such as the Research Integrity Check and AI-enabled features. Expansion into markets like China and engagement in multiple RFI/RFP processes further indicate rising confidence in the Platform offering. eLearning Solutions: EBITDA margins in the eLearning business improved to 23.45%, thanks to operational efficiencies and transformation initiatives implemented across key business units. MPS Interactive Systems (India) surpassed its annual revenue and margin targets. This success was driven by a focused restructuring effort that streamlined its portfolios and enhanced delivery efficiency. Improvements in workflows, scalable content development strategies, and the adoption of personalization solutions contributed to strengthened client delivery and operational discipline. At Liberate Learning, the business invested in sales and account management functions, along with a renewed emphasis on results-driven marketing. Early returns included new client engagements and a trend toward better margins. MPS Europa experienced client interest in advanced solutions such as augmented reality (AR), virtual reality (VR), and artificial intelligence (AI), leading to select project wins and positive feedback on delivery. TOPSIM GmbH showed robust performance with revenue growth and healthy margins while continuing to generate dividends for MPS.
Industry
Overview
| Education Services | Research Outsourcing | Corporate eLearning | |
| Total Addressable | $470 billion | $11 billion | $357 billion |
| Market (TAM) | |||
| Projected Market | $911 billion | $18 billion | $851 billion |
| Size by 2030 | |||
| Growth Rate | 14.13% | 9.80% | 19% |
| (CAGR) | |||
| Segment Covered | Pre-K12, | Pre & Post | All Corporate |
| Adult Learning, | Acceptance | & Government | |
| Higher Education, | Institutions | ||
| Professional | |||
| Development |
EDUCATION SERVICES
The education services industry continues to expand in scope and influence, addressing the learning needs of individuals across age groups and professional stages. Institutions and providers are increasingly adopting flexible delivery formats, including online, hybrid, and classroom-based models, to cater to diverse learning preferences. With growing demand for upskilling, reskilling, and lifelong learning, the industry spans key segments such as early childhood education, formal higher education, adult learning, and career advancement programs.
In 2025, the global education services market was valued at USD 470 billion1 and is projected to grow at a compound annual growth rate (CAGR) of 14.13%2 through 2029. This growth reflects a shift toward personalized, tech-enabled, and lifelong learning models across both academic and enterprise contexts. As digital infrastructure deepens and learner expectations evolve, education is increasingly viewed as a continuous journey rather than a linear phase. MPS is strongly positioned to play a catalytic role in this transformation through its end-to-end capabilities in digital content, platforms, and learning services, aligned with global trends and client needs.
Key Industry Trends and Innovations:
Several defining trends are shaping how education is delivered and consumed:
• Blended Learning Becomes Mainstream: Hybrid learning models combining online and face-to-face formats have become a permanent feature post-pandemic. Over 68% of UK secondary schools adopted such models by 2024.3 Blended delivery allows for flexibility, scalability, and learner engagement, and the global market is projected to grow at 10.5% CAGR through 2032.4
• Personalization and Adaptive Learning: AI and data analytics are driving personalized education. Learners now benefit from adaptive software that adjusts to their pace and gaps. Microlearning, modular content, and AI tutors (e.g., in math and language learning apps) are increasingly common, especially in higher education and professional skilling.
• Gamification and Immersive Learning: Game mechanics such as points, badges, and leaderboards are enhancing learner engagement and retention. Platforms like Kahoot! and Duolingo exemplify the effectiveness of gamified approaches. AR/VR tools are also enabling "learning by experiencing"—for example, medical and engineering simulations using VR.
• Rise of AI and Automation in Education: AI is being embedded across education workflows—from grading and assessment to intelligent tutoring and content creation. With generative AI tools becoming more accepted, education providers are now integrating AI for real-time support, student feedback, and performance analytics.
• Alternative Credentials and Skills Focus: Learners and employers alike are moving beyond traditional degrees. Micro-credentials, badges, and nanodegrees are gaining popularity due to their focus on job-ready skills. Universities and EdTech platforms are adapting to this shift by offering modular, career-aligned programs that offer faster ROI.
Key Market Drivers
Multiple macroeconomic and social factors are accelerating demand for education services globally:
• Demographic Expansion: By 2050, the world will add nearly 2 billion learners, with the majority in Asia and Africa.5 This growing school-age population is driving demand for both physical infrastructure and digital delivery channels.
• Economic Transformation and Skills Gap: Employers increasingly seek specialized, digital-first skills, prompting workers to pursue re-skilling and upskilling. According to the WEF, 59% of the global workforce will require retraining by 2030.6 Education is viewed as a lifelong necessity, not a one-time phase.
• Public Policy and SDG Goals: National policies aligned with UN SDG4 have led to expanded public spending and enrollment mandates. From universal K–12 to free tertiary education and vocational training subsidies, governments are increasing access through direct investment and PPP models.
1
https://dataintelo.com/report/educational-services-market 2https://www.arizton.com/market-reports/edtech-market3
https://straitsresearch.com/report/blended-learning-market#:~:text=global%20Blended%20Learning%20market 4https://straitsresearch.com/report/blended-learning-market#:~:text=The%20global%20blended%20learning%20market 5https://www.holoniq.com/notes/10-charts-for-a-changing-education-market#:~:text=16
https://www.cnbctv18.com/education/wef-future-of-jobs-report-78-million-new-jobs-by-2030-skill- gap-must-be-bridged-immediately-19536196.htm• Rising Incomes and Private Spend: A growing middle class in Asia, Africa, and Latin America is fueling private education spending—from private schools and tutoring to online certification and study-abroad programs. In India and Nigeria, for example, families invest heavily in supplementary education.
• Digital Connectivity: As Internet penetration expands, particularly via mobile devices, education delivery is reaching previously underserved populations. This democratization of access is opening up vast new learner bases for online and blended models.
Investment and Policy Landscape
• Active Strategic M&A: Strategic mergers and acquisitions in the Education services sector remain strong—with over 300 global education-related deals in 2024, highlighting ongoing consolidation among platforms and content providers.
• Sustained Public Investment: Governments globally continue to invest heavily, with education expenditure at 4–5% of GDP.7 Priorities include digital infrastructure, teacher capacity building, and inclusive access initiatives.
• Policy Push for Digital Transformation: Frameworks like the EUs Digital Education Action Plan and Indias National Education Policy (NEP) 2020 signal strong policy backing for technology-led, inclusive education reforms.
• Public-Private Collaboration on the Rise: Public-private partnerships are expanding across education value chains—from school construction and digital platforms to workforce skilling. Tech majors like Google and Microsoft are investing in building digital classroom ecosystems.
Strategic Outlook for Industry Players
Leading education providers are responding to opportunities and risks with multifaceted strategies:
• M&A and Global Expansion: Providers are using acquisitions to enter new geographies or add tech capabilities. Localization of content and pricing strategies is vital to penetrate emerging markets.
• Digital-First and Blended Models: Firms like MPS are transitioning to full-service digital learning enablers. Integrated solutions combining content, platforms, and analytics are now standard.
• Personalization and AI Integration: Providers are embedding AI to drive personalization, feedback, and performance analytics. Adaptive learning paths and AI tutors are differentiators in an increasingly crowded marketplace.
• Holistic Offerings and Vertical Integration: Companies are expanding into adjacent services—assessment, certification, career guidance—to offer end-to-end solutions for learners and institutions.
• Public-Private and Global Partnerships: Strategic alliances with governments, universities, and corporates are enabling scale and localization. Cross-sector collaboration is a key enabler of innovation and access.
In conclusion, the education services industry is positionedforlong-termgrowth,shapedbydemographic imperatives, digital acceleration, and rising aspirations. The future will be defined by convergence—of physical and digital, public and private, content and experience. Providers that are agile, learner-centric, and impact-driven will lead the next chapter of global education.
Research Outsourcing
The global academic, scholarly, and scientific/medical research industry is undergoing rapid expansion, fueled by sustained increases in R&D investments, the rising complexity of research methodologies, and a growing focus on interdisciplinary collaboration.
The research outsourcing industry, which supports these core domains through academic, scholarly, and scientific/medical services, is witnessing substantial growth. This trend is driven by the increasing need for cost-effective solutions, access to specialized expertise, and the optimization of operational efficiency. As of 2025, the STM services market stood at $11 billion, growing at a CAGR of 9.80%8 through 2034.
The key drivers anticipated for industry growth in 2025 are as follows:
• Continued integration of GenAI and LLM-powered tools to streamline editorial, peer review, and production workflows.
• Strategic consolidation among mid-sized vendors to enhance service breadth and improve margins through scale.
7
https://www.holoniq.com/notes/the-size-shape-of-the-global-education-market#:~:text=The%20global%20education%20market%2C%20valued 8https://market.us/report/global-digital-publishing-market/• Rising demand for multiformat content delivery and XML-first workflows to support faster time-to-publish across global markets.
• Increasing reliance on partners offering proprietary platforms that reduce manual interventions and enable end-to-end automation.
• Expansion of regional publishing ecosystems (notably in Asia-Pacific) requiring multilingual capabilities and localized production support.
These dynamics underscore a broader structural shift toward integrated, outsourced research support models, enabling institutions and enterprises to accelerate innovation cycles, improve cost structures, and maintain focus on core intellectual activities.
Key Industry Trends and Innovations
The research outsourcing industry, encompassing academic, scholarly, and scientific/medical research support, is undergoing transformative shifts driven by technological advancements, evolving publishing norms, and growing demand for comprehensive service offerings:
• AI and Automation Integration: Artificial Intelligence (AI) significantly enhances research workflows, automating routine tasks such as manuscript screening, plagiarism detection, citation checks, and image validation (e.g., tools like Rubriq, RICS, and Proofig9).
• Expansion of Peer-Review Outsourcing: Journals are increasingly outsourcing peer-review processes to independent expert groups. For instance, BMJ Open Science and Royal Society Open Science now accept manuscripts pre-vetted by independent peer-review communities, streamlining editorial processes and enabling publishers to manage rising submission volumes efficiently.10
• Growth of Open Access Publishing: Global initiatives, notably Plan S from cOAlition S, mandate immediate open access to publicly funded research, prompting rapid growth in open-access publications. By 2023, approximately 38% of scholarly articles were published via gold open access11, influencing authors to seek professional services for compliance, formatting, and license management.
• Comprehensive End-to-End Services: Providers are increasingly offering bundled, end-to-end solutions, from manuscript preparation to submission.
• Ethical and Integrity Standards: Organizations like the Committee on Publication Ethics (COPE) and International Committee of Medical Journal Editors (ICMJE) have reinforced guidelines around authorship transparency and disclosure of outsourced assistance. This has driven providers to explicitly uphold ethical standards, enhancing trust and accountability.
Key Market Drivers
Demand for research outsourcing services is driven by increased global research output, complex publishing standards, and heightened competitive pressures:
• Growth in Global Research Volume: Global scientific and engineering (S&E) publication output reached 3.3 million articles in 2022, marking a 71% increase since 2010, with China and India contributing more than half of this growth. In 2022, China published nearly 899,000 articles, India over 207,000, and the U.S. more than 457,000.12 The number of researchers, particularly in Asia, has also grown significantly due to increased investment in research infrastructure and talent. Field-specific trends show strong growth ahead: medicine led with 850,237 publications in 2024, and biological sciences are projected to reach 600,000 annual publications by 2025.13 This surge is supported by digital publishing platforms, open access models, and sustained global R&D investment, fueling demand for outsourced editorial, peer review, and publishing services.
• Rise of Non-native English-speaking Researchers: Non-native English authors face substantial barriers, often requiring professional language editing to improve manuscript acceptance rates and readability. Studies indicate these authors take approximately 90% longer to produce polished manuscripts, substantially driving demand for professional editorial services.14
9https://www.highwirepress.com/blog/scholarly-publishing-industry-trends-2024/#:
:text=Generative%20AI%20and%20large%20language
10
https://www.uksg.org/newsletter/fifteen-journals-outsource-peer-review-decisions/#::text="Some%20scholarly%20publishers%20have%20already
11
https://stm-assoc.org/oa-dashboard/oa-dashboard-2024/uptake-of-open-access/#::text=Uptake%20of%20Open%20Access%20
12
https://ncses.nsf.gov/pubs/nsb202333/publication-output-by-region-country-or-economy-and-by-scientific-field13
https://insights.pluto.im/global-research-in-2025/14
https://blog.mdpi.com/2023/08/03/benefits-of-language-editing-services/#::text=Not%20only%20does%20this%20present
Limited - Excellence • Empathy • Efficiency
• Intensifying Pressure to Publish: Academic institutions and researchers face increasing pressure to demonstrate research productivity, as publication output plays a critical role in determining faculty advancement, grant acquisition, and institutional rankings. For instance, approximately 60% of the Times Higher Education World University Rankings are based on research-related indicators such as publication volume, research income, and reputation. This performance-driven environment has led to a growing reliance on outsourced editorial, formatting, and compliance services to improve the quality and acceptance rate of scholarly submissions.15
• Stringent Journal Requirements: Increasingly rigorous submission guidelines require precise formatting, detailed statistical validation, and adherence to ethical standards. Authors frequently outsource services to ensure their manuscripts comply with journal-specific criteria, thus avoiding rejection due to technical issues.16
• Open Science Compliance: Policies mandating open access publishing, such as Plan S and NIHs Public Access Policy, create sustained demand for services assisting researchers with repository submissions, license selection, and compliance with funding requirements.
Investment and Policy Landscape
The research outsourcing industry is experiencing significant growth, influenced by evolving investment trends and policy dynamics:
• Global Collaboration and Cross-border Research: The rise in international research collaborations necessitates multilingual and culturally competent outsourcing services. The global language services market is projected to grow from $78.12 billion in 2024 to $131.75 billion by 2033, reflecting the increasing demand for cross-border communication and content localization.17
• Open Science Policies Fueling Demand: Initiatives like Plan S are reshaping publishing norms by mandating immediate Open Access to peer-reviewed scholarly publications. This shift compels publishers and authors to seek specialized compliance services, thereby increasing demand for providers offering compliance management and advisory services.18
• Emphasis on Ethical Publishing: There is a growing focus on ethical standards in publishing, guided by organizations like the Committee on Publication Ethics (COPE) and the International Committee of Medical Journal Editors (ICMJE). These bodies have updated their guidelines to reinforce best practices in research conduct and reporting, prompting providers to integrate strict ethical practices and transparency into their services.19 • Regulatory Scrutiny of Research Integrity: In 2023, over 10,000 research papers were retracted20, marking a new record and highlighting increased regulatory oversight. This surge in retractions underscores the importance of rigorous editorial checks and ethical standards within outsourcing services to maintain research integrity.
Strategic Outlook for Industry Players
To maintain competitiveness, research outsourcing providers should strategically adapt by embracing technology, strengthening ethical practices, and expanding comprehensive services:
• Global Market Expansion: Providers should strategically expand into high-growth international markets, adapting services to diverse linguistic and cultural contexts. Companies adept at localizing offerings (e.g., multilingual editorial services) can capture significant growth opportunities globally.
• Integration of Advanced Technologies: Providers should deepen AI and machine learning integration to enhance service efficiency. Successful firms will utilize automation for repetitive tasks while reserving human expertise for nuanced editorial judgments, positioning themselves as providers of technologically advanced yet human-centric services.
• Commitment to Quality and Integrity: Providers must differentiate themselves through impeccable quality assurance and stringent ethical standards.
15
https://council.science/blog/publish-or-perish-mentality/#:~:text=Universities%20and%20research%20institutes%20commonly16
https://blog.mdpi.com/2023/08/03/benefits-of-language-editing-services/#:~:text=readability%20as%20well%20as%20spelling%2C17
https://www.globenewswire.com/news-release/2025/05/07/3076016/28124/en/Language-Services-Market-Forecasts-2025-2033-Cross-border-Communications-Digital-Transformation-Content-Localization-Media-Demand-Fuel-Developments-and-Growth.html
18
https://www.coalition-s.org/guidance-on-the-implementation-of-plan-s19
https://publicationethics.org/guidance , https://www.icmje.org/icmje-recommendations.pdf20
https://www.nature.com/articles/d41586-023-03974-8This includes adherence to international ethical guidelines, transparency in service offerings, and proactive measures against misconduct, building lasting credibility among clients.
• Expansion through Integrated Partnerships: Forming strategic partnerships with publishers, academic institutions, and scholarly societies will enhance providers market presence. Offering integrated, end-to-end solutions—from manuscript editing to journal compliance services—will strengthen client relationships and market differentiation.
• Enhanced Client Support and Training: Providers should prioritize offering comprehensive client support and education around publication ethics, open-access compliance, and manuscript optimization. Companies that empower researchers with knowledge and compliance tools will secure long-term client loyalty and trust in a complex publishing landscape.
The research outsourcing industry, thus poised for continued growth, faces a landscape marked by rapid technological advancements, evolving publication standards, and intensified ethical scrutiny. Providers successfully navigating these dynamics through innovation, integrity, and strategic expansion will emerge as trusted partners in the global scholarly communications ecosystem.
CORPORATE E_LEARNING
Corporate e-learning is emerging as a strategic pillar for workforce development, enabling organizations to align employee skills with evolving business goals in a rapidly digitizing economy. As of 2025, the global e-learning market was valued at approximately USD 357 billion and is projected to grow to nearly USD 851 billion by 2030, reflecting a compound annual growth rate (CAGR) of 19% during 2024–2030.21 This robust growth is driven by multiple factors: • The urgent need for upskilling and reskilling, with 44% of workforce skills expected to change by 2027.22
• The cost-efficiency and scalability of digital training— IBM, for instance, reported savings of $200 million after shifting to e-learning.23 • Rising employee expectations for personalized learning experiences, with 94% more likely to stay at a company investing in their L&D.24 Technological innovations like AI-driven personalization, mobile learning, microlearning, and immersive experiences (AR/VR) are transforming engagement and delivery models. However, challenges persist around learner engagement, ROI measurement, system integration, and data privacy compliance with global regulations such as GDPR and CCPA.25 Looking ahead, corporate e-learning is not just a tool for compliance or onboarding—it is a strategic enabler of organizational agility, helping companies future-proof their workforce in an era defined by rapid change and digital acceleration.
Key Industry Trends and Innovations
• Artificial Intelligence (AI) and Machine Learning
(ML): AI is personalizing learning by analyzing the data to tailor content and paths, potentially increasing the learning efficiency by over 57%.26 Generative AI assists in rapid content creation. 60% of the L&D teams are using it in 2025 in some capacity27, to create content, aid with performance support, or identify skills gaps.
• Microlearning: Delivering content in short, focused modules (3–10 minutes) boosts knowledge retention by 25–60% and sees ~80% completion rates (vs. 20% for traditional courses). Companies report 130% increases in engagement and productivity.28
• Gamification: Integrating game mechanics boosts employee engagement by up to 48%; 89% feel more productive, and retention can increase by up to 90%.29
• Immersive Learning (AR/VR): AR/VR creates interactive simulations for hands-on practice. The immersive training market was USD 16.4 billion in
21 https://www.grandviewresearch.com/industry-analysis/e-learning-services-market |
22 https://www.weforum.org/stories/2024/01/the-2020s-will-be-a-decade-of-upskilling-employers-should-take-notice/ |
23 https://www.fortuneindia.com/enterprise/how-the-power-of-e-learning-is-taking-over-the-world/109413 |
24 https://www.continu.com/research/corporate-elearning-statistics |
25 https://www.redactable.com/blog/gdpr-for-human-resources-what-to-know-for-employee-data |
26 https://www.continu.com/research/corporate-elearning-statistics |
27 https://trainingmag.com/generative-ai-in-ld-overcoming-adoption-barriers-to-embrace-its-benefits/#:~:text=As%20we%20continue%20to%20see |
28 https://www.continu.com/research/corporate-elearning-statistics |
29 https://psico-smart.com/en/blogs/blog-how-can-gamification-enhance-employee-retention-rates-in-corporate-tra-191777#:~:text=By%20integrating%20 |
| game%2Dlike%20elements. |
2024 (28.3% CAGR, 2025–2030).30 Boeing and Accenture use VR for engineering and D&I training, respectively.
• Learning Experience Platforms (LXPs): Learner-centric platforms aggregate diverse content with AI-driven personalization to foster continuous, self-directed learning.
Key Market Drivers
• Need for Upskilling and Reskilling: Rapid technological change can lead to 44% of workers skills facing disruption in five years; hence 6 out of 10 need retraining by 2027.31
• Cost-Effectiveness and Scalability: E-learning reduces training costs (e.g., IBM saved $200M) and scales efficiently.32
• Employee Expectations: 94% of employees would stay longer if a company invested in their L&D; 91% want personalized, relevant training.33
• Demand for Compliance Training: Essential in regulated industries (e.g., BFSI). The e-learning corporate compliance training market is projected at $6.05 billion in 2025 (13% CAGR, 2025–2033)34.
Investment and Policy Landscape
• M&A Activity: The Learning Software sector saw
90 M&A deals valued at $1.02B in 2023; YTD Q3 2024 recorded 67 deals worth $11.3B35, driven by large strategic acquisitions such as Bain Capital–PowerSchool ($5.6B) and KKR–Instructure ($4.8B).36
• Corporate Investment in L&D: Major corporations like American Airlines invested $1.1B in employee training in 2023, while banking and manufacturing sectors continue adopting advanced digital learning platforms.37
• Public Policy Support: U.S. legislation such as the CHIPS Act, IIJA, IRA, and the $2.75B Digital Equity Act fund sectoral workforce training, apprenticeships, and digital skills initiatives.38
• Regulatory Frameworks: Privacy laws like GDPR (EU), CCPA (California), and the upcoming EU AI Act (2025) require lawful data use and AI literacy in corporate training. ISO/IEC 40180:2017 sets global quality standards for e-learning systems.39
Strategic Outlook for Industry Players
• Future Trends and Predictions (2025 and beyond): Widespread AI integration is expected in the near future for personalized learning journeys and operational efficiency. The focus is shifting toward skill-based learning, SME-generated content, advanced data analytics, and expansion of formats such as microlearning, mobile-first content, and immersive technologies (AR/VR).
• Differentiation Strategies: To stand out, providers must specialize in areas such as content formats, leverage cutting-edge technologies like AI and gamification, prioritize learner-centric UX/UI, and deliver top-tier customer support.
• Importance of Analytics and Integrated Learning Ecosystems: Data-driven decision-making is central to proving learning ROI. Providers should build integrated ecosystems—combining LMS, LXP, authoring tools, and analytics platforms—to enable scalable, personalized, and strategic learning solutions.
• Partnerships and Collaborations: Collaborating with corporate brands, domain experts, and technology enablers strengthens offerings and widens market access, especially in specialized or regulated sectors.
• Localization Strategies for Global Expansion: Customizing content to regional languages, cultural norms, and regulatory environments is critical for user engagement and compliance. Leveraging AI for scalable localization and conducting market research enhances global effectiveness.
30 https://www.grandviewresearch.com/industry-analysis/immersive-training-market-report#:~:text=Immersive%20Training%20Market%20Size%20%26%20Trends |
31 https://www.weforum.org/stories/2024/01/the-2020s-will-be-a-decade-of-upskilling-employers-should-take-notice/ |
32 https://www.fortuneindia.com/enterprise/how-the-power-of-e-learning-is-taking-over-the-world/109413 |
33 https://www.continu.com/research/corporate-elearning-statistics |
34 https://www.datainsightsmarket.com/reports/e-learning-corporate-compliance-training-1459869 |
35 https://cms.vistapointadvisors.com/system/uploads/fae/file/asset/637/EdTechCorporate_Training_Market_Update_Q3_24.pdf |
36 https://capital-riesgo.es/en/articles/top-5-global-m-a-transactions-in-the-edtech-sector-in-2024/ |
37 https://hrdailyadvisor.com/2025/01/22/american-airlines-makes-big-investment-in-employee-training/ |
38 https://www.commerce.gov/news/fact-sheets/2024/05/investing-america-investing-americans-workforce-development-programs-us |
39 https://www.qahe.org/article/understanding-iso-iec-401802017-a-framework-for-quality-in-e-learning/ |
SWOT Analysis on MPS Limited
STRENGTHS
Outcome-Oriented Engagements: MPS is continually building and scaling capabilities aligned with client outcomes. Our ability to integrate pedagogical precision with delivery agility across education, research, and corporate learning workflows allows us to remain embedded in our customers core processes. In all markets, our offerings are aligned with measurable learning results, ensuring deeper client relationships and higher lifetime value.
Unified Platform Ecosystem: Our unified platform stack, under the HighWire brand, combines a wide range of capabilities, from content management to submission systems, supporting end-to-end workflows for both publishers and enterprises. The strategic acquisition of AJE has extended our services into research enablement, deepening our presence throughout the academic value chain. Our engineering and customer success teams are engaged in continuously improving the platform experience, setting new standards for reliability and innovation.
Culture of Scalable Innovation: MPS has incorporated intelligent automation and modular workflows across its delivery chain, reducing cycle times and enhancing quality outcomes. Our teams utilize AI-driven tools in content structuring, quality control, and rich media development. The launch of two SaaS-based AI products for global publishers in FY25 underscores our commitment to ongoing reinvention and responsiveness to market needs.
Resilient Financial Base: With strong cash flows and a solid balance sheet, MPS has the flexibility to make strategic investments in talent, technology, and acquisitions. This financial strength supports operational scalability and enhances our ability to provide long-term value to customers. Our disciplined approach to capital deployment has enabled both organic and inorganic growth, reinforcing our leadership position. Employer of Choice: Our workforce of over 3,000 professionals is rooted in a culture that values inclusion, merit, and personal growth. As a result of all its acquisitions, MPS combines legacies from premium brands including Macmillan, one of Indias largest conglomerates that produces everything from steel to software, Stanford University, and Springer Nature. This collective experience enables us to address complex challenges across various domains and geographies. Our people practices have earned industry recognition, making us an attractive destination for top talent.
Institutionalized Operational Excellence: Our Center of Operational Excellence drives enterprise-wide improvements through analytics, lean methodologies, and machine learning. Advanced techniques such as cognitive quality control and content profiling are now standard across multiple delivery streams. We convert scale into client value through continuous optimization of tools, workflows, and decision systems.
Track Record of Change Management: Having successfully navigated decades of change, MPS combines institutional knowledge with execution maturity. This positions us to proactively manage transitions—whether technological, regulatory, or structural—and turn them into a competitive advantage.
OPPORTUNITIES
Expanding Addressable Markets: Our presence spans high-growth intersections of education, corporate learning, and research enablement, which collectively represent a global market of over USD 600 billion. The ongoing shift toward digital, personalized, and outsourced learning models continues to accelerate, creating new opportunities for integrated service providers like MPS.
Accelerated Adoption of AI Solutions: We are increasingly recognized as a transformation partner by clients looking to incorporate AI into their content, learning, and publishing workflows. With over 200 specialists focused on machine learning and natural language processing, MPS delivers AI-powered products and services that enhance productivity, precision, and personalization.
Consolidation of Supply Chain: Our customers have been prioritizing simplicity and scalability in their vendor relationships. MPS ability to provide a single-window view across content creation, platform delivery, and analytics strengthens our position in large enterprise accounts. This relevance has grown particularly following our integration of AJE, which extends our reach from author services to post-publication workflows.
Growth in Online and Hybrid Learning: As digital delivery models become central to education and training, MPS Interactive is gaining momentum through global partnerships and new formats. Our investments in Oceania and traction with EdTech clients form a strong foundation for scaling experiential and immersive learning offerings.
Rising Demand for Digital Content Consumption: The long-term shift toward online platforms and mobile-first learning has created favorable conditions for content and delivery businesses. MPS ecosystem of modular services and adaptive platforms is well positioned to meet this growing demand, enabling clients to respond with speed and relevance.
THREATS
While MPS benefits from strategic client loyalty, the potential for insourcing or captive setups by large customers poses a challenge. However, market trends continue to favor outsourcing.
RISK MANAGEMENT |
||
| Types of Risk | Description | Mitigation |
| Disaster and | These risks are a major concern for | MPS has a robust and tested business continuity and |
| Business | all IT/ITeS companies andcould | disaster recovery plan for key locations, including using |
| Continuity Risks | arise due to global disruptions like | alternative sites for data storage and protection. |
| pandemics, natural disasters, a cyber | ||
| attack, wars, terror attacks, unrest etc. | ||
| Hybrid Work | This mode of working poses risks | Working from office is the MPS way of working, with |
| Arrangement | toward enabling collaboration and | flexibility provided to employees to work from home for |
| ensuring that employees adhere | exceptional circumstances, with appropriate checks. | |
| to the organizational policies/ | ||
| processes while balancing their well- | ||
| being and work-life integration. | ||
| Information | The threats of malware and cyber | Security controls and policies are implemented |
| Security, Cyber | attacks have been increasing and | effectively to detect and prevent such threats. Continuous |
| Security and | becoming more sophisticated. The | improvement of the efficacy of the security controls and |
| Technology Risk | risk of phishing attacks also increases | policies is ensured through audits and by implementing the |
| with more people working from | latest technologies and measures. | |
| home and with mobile devices. | Continuous knowledge transfer about phishing attacks to | |
| the employees is also being done. | ||
| Artificial | The integration of Artificial | MPS is currently working with various cloud providers |
| Intelligence (AI) | Intelligence (AI) and Machine | and other AI/ML third-party providers to identify the best |
| Technologies | Learning (ML) in the publishing | practices while adopting AI/ML solutions. MPS supports |
| industry brings both notable benefits | controlled experimentation in AI through pilot project | |
| and inherent risks. | environments, subject to risk assessments, stakeholder | |
| reviews, and approval from the relevant management | ||
| authority. Deployment of AI in production environments | ||
| will occur only when appropriate safeguards, compliance | ||
| controls, and monitoring mechanisms are in place. | ||
| Currency Risks | Currency fluctuations can have an | The Group takes adequate foreign exchange forward |
| effect on MPS revenues, given the | covers to mitigate the risk of changes in exchange rates | |
| volatility of the Indian rupee. The | on foreign currency exposures. The counterparty for these | |
| currencies in which MPS is exposed | contracts is the bank. These forward covers are values | |
| to risk are USD, EUR, GBP, CNY, | based on quoted prices for similar assets and liabilities | |
| AUD, and Others. | in active markets or inputs that are directly or indirectly | |
| observable in the marketplace. | ||
| Types of Risk | Description | Mitigation |
| Liquidity Risk | This refers to any difficulty that may | MPS approach to manage liquidity is to ensure, as far |
| be encountered by MPS in meeting | as possible, that it will have sufficient liquidity to meet | |
| the obligations associated with its | its liabilities when they are due, under both normal and | |
| financial liabilities that are settled by | stressed conditions, without incurring unacceptable losses | |
| delivering cash or another financial | or damage to the companys reputation. The companys | |
| asset. | treasury department is responsible for managing the short- | |
| term and long-term liquidity requirements. The liquidity | ||
| situation is monitored and reviewed daily by the team. MPS | ||
| has a robust process of contract evaluation, strong accounts | ||
| of the receivable management process, and a system | ||
| for collection of receivables. MPS also has a long-term | ||
| relationship with various publishers and monitors projects on | ||
| a regular basis. | ||
| MPS has no debts. The investment in capital expenditure is | ||
| not substantial. MPS has a dividend distribution policy. The | ||
| approved dividend distribution policy considers that only the | ||
| surplus cash is distributed to shareholders after considering | ||
| all the relevant parameters as detailed therein. | ||
| As per the policy, MPS makes timely payment to its vendors. | ||
| Acquisition | During an acquisition, MPS may | MPS has built a team of in-house experts to reduce such |
| Related Risks | be exposed to risks such as due | risks related to any acquisition. MPS works with the best |
| diligence lapse, business risk, and | external advisors for due diligence (financial, tax, legal). | |
| challenges with regard to integration. | Regular integration meetings with the relevant stakeholders | |
| under the active supervision of the management are | ||
| carried out to monitor time-bound milestones and | ||
| corrective action for challenges. | ||
| Internal Control | Such a risk may ensue if the assets | The company has defined policies and processes for |
| Failure Risk | and interest of the company are not | implementation of control activities. The processes are |
| adequately protected. | internally reviewed by an in-house team on a regular basis | |
| and timely steps are advised and monitored. The company | ||
| has appointed an independent internal auditor to evaluate | ||
| the functioning of the internal control system. Internal audits | ||
| are performed every quarter to assess the design and | ||
| operating effectiveness of internal controls. The Board and | ||
| Audit Committees meet periodically to review the financial | ||
| statements, budget, and other agenda items of significant | ||
| importance. The statutory auditors also review and check | ||
| the effectiveness of internal control systems and interact with | ||
| the internal auditor and management, and revert with their | ||
| recommendations to the audit committee on a quarterly basis. | ||
| Environment Risk | Environmental compliance and | Well-established and tested business continuity plans, |
| filing is no longer only a regulatory | crisis management processes, distributed operations, and | |
| compliance. The stakeholders of the | sustainability and community engagement initiatives on | |
| company, including customers, have | a pro-active basis have helped MPS to overcome the | |
| been demanding a clear roadmap | environmental risk. | |
| with timelines and measurable targets | ||
| as part of their annual requirement. |
Strategic Foundations and Future Pathways
At MPS, our strength lies not in any one dimension, but in the convergence of many—deep expertise, resilient systems, a culture of innovation, and a commitment to client success. These interlocking capabilities allow us to deliver cohesive, end-to-end value in a rapidly evolving landscape. MPS is not just adapting to the future—it is also actively shaping it. The following strategic pillars underpin our industry leadership and illuminate the opportunities ahead.
1. Excellence in End-to-End Learning Solutions
MPS is uniquely positioned to serve the full spectrum of content and learning needs across academic, corporate, and research domains. Our vertically integrated offerings span content ideation, instructional design, digital development, editorial support, and platform deployment—offering a unified partner experience for customers navigating fragmented ecosystems.
• Our services support both academic publishing (from manuscript preparation to post-acceptance workflows) and enterprise L&D (including simulation-based learning and immersive content).
• With the past acquisition of AJE, we now support the entire researcher-to-reader journey, embedding ourselves deeper in the scholarly ecosystem. • This full-stack capability allows us to address client goals holistically, from efficiency and compliance to engagement and impact.
2. Scalable Platforms. Seamless Experiences.
Over the past five years, MPS has consolidated its platform innovations under the HighWire brand—creating a unified, cloud-native foundation that supports discovery, submission, access, and analytics across the content lifecycle.
• Products like DigiCorePro, THINK365, and MPSTrak power digital-first publishing workflows for global publishers and societies.
• Our proprietary tech IP, combined with robust support and engineering, sets us apart in an ecosystem increasingly defined by SaaS-led value.
• The seamless integration of services and platforms ensures continuity, scalability, and speed—crucial in todays digital-first world.
3. Intelligent Innovation Embedded in Our DNA
Innovation at MPS is not a function—its a behavior. Whether deploying AI-assisted editorial checks, or automating cognitive QA in production, we continuously seek to do things better, faster, and more ethically.
• Our AI capabilities—amplified through AJE—are now being leveraged to assist authors, streamline reviews, and enhance quality benchmarks.
• R&D teams at MPS proactively build solutions for digital publishing, learning analytics, and research compliance to stay ahead of industry needs. • Empowered teams across business units participate in continuous improvement programs, leading to localized innovation at scale.
4. Global Footprint, Local Expertise
With delivery centres across Dehradun, Bengaluru, Chennai, Noida, and a growing international presence, MPS is structurally designed for agility and depth. • We serve a global clientele spanning STM publishers, academic institutions, corporate L&D teams, and EdTech disruptors.
• Our past acquisitions of Liberate Learning in Oceania and AJE in China have significantly expanded our presence in the Asia-Pacific region—enhancing our footprint in the corporate e-learning and B2C segments, respectively.
• MPS global scale ensures business continuity, while our local teams enable contextualized, culturally relevant service.
5. Financial Resilience Driving Strategic Growth
MPS listed status on Indian exchanges and its ~INR_4900 crore market capitalization (as of 31 March 2025) reflect a strong foundation for continued expansion.
• A stable balance sheet enables timely investments in platform enhancements, infrastructure, and M&A-led diversification.
• Our active acquisition strategy—evident in HighWire, EI Design, AJE, and Liberate—reflects our ambition to build a portfolio thats both deep and future-ready. • This disciplined financial posture has earned us long-term trust from investors, partners, and customers alike.
6. Positioned to Capture Expanding Market Horizons
MPS operates at the intersection of fast-growing global industries—education services and corporate e-learning. As each of these domains undergoes rapid transformation, MPS is aligned to the strategic shifts underway: • Consolidation in publishing and L&D ecosystems favors large, full-service partners like MPS who can reduce vendor complexity and cost.
• AI-led disruption opens new avenues for value-added services, where MPS domain expertise and engineering depth become critical differentiators.
• The global move toward open access, remote learning, and compliance-driven publication increases demand for transparent, tech-enabled service providers.
• Rising need for digital-first, immersive learning—particularly in regulated industries and lifelong learning contexts—positions our EdTech assets for breakout growth.
INTERNAL CONTROL
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 in. 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 of the Board of the Company undertakes a comprehensive system of internal audits and periodic assessments to ensure compliance with best practices. The company has laid down Internal financial controls as detailed in the Companies Act, 2013. For the fiscal year 2024-2025, the company has engaged M/s. PricewaterhouseCoopers Services LLP as the internal auditors of the Company to report on the financial controls of the company and M/s. Walker Chandiok & Co. as the statutory auditors of the company to report on the financial statements (Standalone & Consolidated) of the Company. The internal audit team conducts quarterly audits across the company, which include a review of the operating effectiveness of internal controls. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered, and the audit committee follows up on corrective action.
HUMAN RESOURCES
At MPS, people are at the core of every strategic decision. The organization firmly believes that an inclusive, collaborative, performance-driven, and growth-oriented workplace is the cornerstone of long-term success. MPS continues to invest in shaping a positive culture that prioritizes employee engagement, well-being, and professional development.
The Human Resources team functions as a strategic partner across the business, building outcome-oriented teams, fostering collaboration and embedding a values-driven culture throughout the organization. With a proactive, people-centered, and agile approach, the HR function has rolled out several programs designed to empower employees and create meaningful workplace experiences designed to empower and boost the growth of employees while creating meaningful workplace experiences.
Key initiatives during the year included:
• Leadership Connects: Quarterly business updates hosted by the senior leadership team ensured transparency, inclusion, and strategic alignment.
• Social Responsibility Awareness: Internal webinars and participation drives were held to educate employees on the companys CSR initiatives, encouraging broader engagement and volunteerism.
• Learning for Impact: Business-unit-specific workshops and capability-building sessions helped high-potential employees align with business goals and enhance future-readiness. Enablement and induction sessions for new MPSpreneurs helped better integration into the ecosystem.
• Celebrating Contributions: Through a structured recognition framework, exceptional individuals and team performances were acknowledged and rewarded. Key professional milestones are considered special and celebrated widely to build a sense of pride.
Through these efforts, MPS continues to cultivate a culture where every individual feels valued, heard, and motivated to perform at their best. The companys approach to talent development is grounded in meritocracy, mutual respect, and continuous learning.
Commitment Beyond Business: MPS and Its Social Impact
MPS corporate social responsibility (CSR) philosophy is rooted in the belief that long-term progress is only possible when communities grow alongside businesses. Guided by the principles of Excellence, Empathy, and Efficiency, MPS partners with mission-aligned organizations to deliver high-impact programs that uplift lives.
Enabling Education for Girls: MPS with IIMPACT
MPS proudly supports IIMPACTs Girl Child Education Program (GCEP), a transformative initiative for girls aged 6–14 who are out-of-school or irregular attendees in rural India. In FY 2024-25, MPS enabled the operation of 68 learning centers where 2040 Girls have been enrolled across Uttarakhand and Haryana. These centers provide foundational education up to Grade_5, with structured curriculum and trained facilitators, successfully mainstreaming over 80% of learners into formal education. The initiative not only imparts education but also cultivates agency, dignity, and future aspirations among young girls.
Values in Action: Partnering with Vedanta
MPS champions the propagation of timeless Indian philosophy through its association with the Vedanta Cultural Foundation and Vedanta Institute Delhi. These collaborations promote life education and character-building through short-term courses, study sessions, and lectures. MPS supports a three-year residential program at Vedanta Academy and region-specific learning workshops, ensuring the dissemination of ethical and philosophical values to individuals seeking clarity and purpose. The support furthers MPS mission of creating a more thoughtful and resilient society.
Mental Health in Gurugram Villages: Driving Community Change with Sambandh Health Foundation
Mental health issues are a vital concern in India, and affect many individuals, families and communities. MPS works closely with and supports Sambandh Health Foundation to normalize conversations, help individuals on their ‘recovery journey, and enable them to lead fuller lives. Initiatives include awareness campaigns, education, mental wellness programmes, counselling, and engagement for those in need of psychosocial support. This includes nearly 4,000 individuals and families in Gurgaon, Basai, Jharsa, Gandhi Nagar, and many adjoining areas, covering a total population of over 5,00,000. Outcomes have been highly positive and heartwarming.
Compassion in Action: MPS with Prem Charitable Trust
MPS collaborates with the Prem Charitable Trust to uplift children with developmental disabilities, offering them a nurturing environment free from discrimination. The partnership supports special educators, therapists, and caregivers who provide daily care, education, and rehabilitation services. The initiative ensures that children, irrespective of socioeconomic background, have access to opportunities that help them live dignified and independent lives.
Inclusive Learning: Addressing Learning Disabilities with KEM Hospital
Recognizing the importance of early intervention in childhood development, MPS supports the Learning Disability Project run by Seth GS Medical College and KEM Hospital. This CSR initiative offers diagnostic, therapeutic, and academic support to children from underserved communities in Mumbai. Services include neurodevelopmental assessments, special education planning, and parent counselling, bridging the education-healthcare divide and fostering long-term inclusion.
Catalysing potential: Supporting ISBs PGP YL through scholarships
As part of its commitment to advancing access to quality education, MPS has extended its support to the Indian School of Business (ISB) and its newly launched Post Graduate Program in Management for Young Leaders (PGP YL). Through a focused CSR initiative, MPS has instituted the MPS Limited Scholarship, supporting three students from the founding cohort through tuition and commitment-fee waivers. By reducing financial barriers, this partnership supports high-performing young individuals in accessing a globally benchmarked management education and equips them with the tools to excel in an increasingly complex and competitive environment.
Cautionary Statement
Certain statements in the Annual Report, including this analysis concerning the companys objectives, expectations, estimates, projections, and future growth prospects, may be regarded as forward-looking statements, which involve some risks and uncertainties that could cause the actual results to differ materially. The risks and uncertainties relating to these statements include, but are not limited to, fluctuations in earnings and intense competition in the publishing and eLearning services business, including those factors that may affect our cost advantage, wage increase in India, reduced demand for services in our key focus areas, and general economic conditions affecting our businesses over which the company does not have any control.
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 Report is prepared based on the standalone financial statements of the Company. The Companys financial performance for the year, along with the previous years figures, is summarized below:
(INR in Lacs)
| Particulars | Standalone | 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 | 1,212.57 | 1,098.83 | 2,741.13 | 1,998.35 |
| expense | ||||
| Earnings before interest, taxes, | 13,638.24 | 14,050.34 | 21,089.39 | 16,989.35 |
| depreciation, and amortization | ||||
| (EBITDA) | ||||
| Profit before exceptional items | - | - | 19,521.69 | 16,126.05 |
| and tax | ||||
| 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 | 115.75 | 1.65 | 365.06 | 221.64 |
| income for the year, net of tax | ||||
| Total comprehensive income for | 11,115.71 | 10,646.44 | 15,256.01 | 12,098.46 |
| the year | ||||
| Earnings per equity share | ||||
| (nominal value of share INR 10) | ||||
| (Expressed in absolute amount | ||||
| in INR) | ||||
| Basic | 64.86 | 62.75 | 87.80 | 70.01 |
| Diluted | 64.81 | 62.70 | 87.73 | 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 https://www.mpslimited.com/Policies/ Dividend-Distribution-Policy.pdf, 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
Annual Report 2024?25 : 45 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 51st AGM of the Company for a period of 5 years, i.e., to hold office till the conclusion of the 56th 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 https://www. mpslimited.com/financial-information/.
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.
TOPSIM GmbH, a wholly-owned subsidiary of the company, is focused on a multiplayer workshop-based simulation platform for management education. The Revenue from Operations of TOPSIM GmbH for the financial year ended 31 March 2025 was INR 1,822.76 Lacs as compared to INR 1,807.69 Lacs during the previous year. The profit before tax for the year ended 31 March 2025 was INR 275.90 Lacs, and the total comprehensive income was INR_254.24 Lacs as compared to the previous years profit before tax of INR 272.70 Lacs and total comprehensive income of INR 279.73 Lacs.
10. NAME OF COMPANIES THAT HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES, DURING THE YEAR
During the year, Liberate Learning Limited (New Zealand), a step-down subsidiary of the Company, has been voluntarily dissolved on 07 November 2024, in accordance with Section 318(1)(d) of the Companies Act, 1993 of New Zealand, as well as other applicable Laws, and ceased as a step-down subsidiary of the Company. Liberate Learning Limited (New Zealand) was not a material subsidiary and had no active business operations; therefore, this dissolution will not affect the revenues or business of the Company. Besides, there are no other companies that have ceased to be subsidiaries of the Company during the financial year ended 31 March 2025.
11. BOARD MEETINGS
During the year, 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 Report on Corporate Governance forms part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.
12. AUDIT COMMITTEE
In compliance with Section 177 of the Companies Act, 2013, and Regulation 18 of the SEBI Listing Regulations, as of 31 March 2025, the Audit Committee of MPS_ Limited comprises three (3) Directors, two (2) of whom are Independent Directors. The Composition, Meetings, Attendance, and Role/Terms of Reference are provided in the Report on Corporate Governance, forms part of the Annual Report.
| S.No. | Name of the Audit | Designation and |
| Committee Members | Category | |
| 1. | Mr. Suhas Khullar | Chairman- |
(appointed w.e.f.29 |
Independent Non- | |
January 2025) |
Executive Director | |
| 2. | Mr. Ajay Mankotia | Chairman- |
(retired w.e.f. 29 |
Independent Non- | |
January 2025) |
Executive Director | |
| 3. | Mr. Karthik Bhat | Member- |
| Khandige | Independent Non- | |
| Executive Director | ||
| 4. | Mr. Rahul Arora | Member-CEO |
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 Non-Independent 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 55th 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.
Limited - Excellence • Empathy • Efficiency
• Appointment as Non-Executive Director:
• Ms. Jayantika Dave (DIN: 01585850), post completion of her term as Independent Director, was appointed as a Non-Independent Non-Executive Director by the Board of Directors on
06 February 2025, effective from 20 February 2025. Her appointment was subsequently approved by the Shareholders through a Postal Ballot resolution dated 31 March 2025.
During the Financial Year 2024–25, the following changes took place in the Key Managerial Personnels (KMPs) of the Company:
Mr. Sunit Malhotra relinquished his office as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company upon reaching the age of superannuation, with effect from the close of business hours on 30 September 2024. Pursuant to his retirement, Ms. Prarthana Agarwal was appointed as the Chief Financial Officer and designated as a KMP of the Company, with effect from the commencement of business hours on 01 October 2024.
Board Composition
As of 31 March 2025, the Companys Board has a strength of 7 (Seven) Directors, including 4 (Four) 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 | 2 |
| Director |
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, 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 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 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, 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 of directors.
• To retain, motivate, and promote talent and to ensure the long-term sustainability of talented Managerial Persons and create a competitive advantage. ThefullversionoftheNominationandRemunerationpolicy of the Company may be accessed on the Companys website at the weblink https://www.mpslimited.com/ Policies/Nomination-and-Renumeration.pdf.
22. DISCLOSURE PURSUANT TO SECTION 197(12) 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. 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.
24. RISK MANAGEMENT COMMITTEE
Pursuant to the provisions of Regulation 21(5) of SEBI Listing Regulations, the Company has an effective risk management committee in place to frame, implement and monitor the risk management plan for the Company. The risk management committee regularly monitors and reviews the risk management plan along with other assigned functions. The Company has a robust risk management policy that 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 interests of the stakeholders and to achieve business objectives.
The Companys risk management approach comprises the components such as Risk Governance, Risk Classification, Risk Origination, Risk Description & Mitigation, and Risk Monitoring. Furthermore, Mr. Vijendra Narendra Kumar, Chief Technology Officer, acts as the 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 frequently, 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 the implementation of the risk management policy, including evaluating the adequacy of current risk management systems.
25. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND ITS 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 and are commensurate 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 https:// www.mpslimited.com/Policies/Revised-Related-Party-Transaction-Policy_MPS-Limited.pdf.
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 web link https://www.mpslimited.com/Policies/Revised-Whistle-Blower-Policy_MPS-Limited.pdf.
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.
The Company has implemented a robust policy on the Prevention of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is accessible to all employees via the Companys intranet and provides a robust mechanism for addressing complaints, if any. An Internal Complaints Committee (ICC), duly constituted as per the policy, ensures that any concerns are addressed promptly, fairly, and confidentially. During the Financial Year 2024–25, no complaints of sexual harassment were received, disposed of, or remained pending. The summary is as follows:
| No. of complaints filed during the financial year 2024-25 | Nil |
| No. of complaints disposed of during the financial year 2024-25 | Nil |
| No. of complaints pending as on the end of the financial year 2024-25 | Nil |
The Policy for Prevention of Sexual Harassment of the Company is available on the Companys website at the web link https://www.mpslimited.com/Policies/ POSH-Policy.pdf.
29. ANNUAL RETURN
Pursuant to 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 Companies Act, 2013, in Form MGT-7, is available on the Companys website at the weblink https://www.mpslimited.com/ investors-overview/.
30. CORPORATE SOCIAL RESPONSIBILITY
MPS has been an early adopter of Corporate Social Responsibility ("CSR") initiatives. In terms of Section 135 of the Companies Act, 2013, the Company has an effective CSR Committee in place. The composition, role, and terms of reference of the CSR Committee are stated in the Report on Corporate Governance, forms part of the Annual Report. The Company has also formulated a CSR Policy, which is available on the Companys website at the weblink https://www.mpslimited.com/ Policies/Corporate-Social-Responsibility.pdf. During the year, your Company spent INR 234.00 Lacs on CSR activities. In accordance with Section 134(3)(o) 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 | |
| Chairman and CEO | |
| Date: 16 May 2025 | |
| DIN:05353333 | |
| Place: Switzerland |
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