MPS Ltd Directors Report

To The Members,

Your Directors are pleased to present the 56^th Annual Report on the business and operations of MPS Limited ("the Company") along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2026.

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 2026	For the year ended 31 March 2025	For the year ended 31 March 2026	For the year ended 31 March 2025
Revenue from operations	43,825.57	35,133.52	76,836.38	72,688.85
Other income	2,159.26	2,159.04	1,558.37	1,251.69
Total Income	45,984.83	37,292.56	78,394.75	73,940.54
Total Expenses	28,479.81	22,776.47	56,230.34	54,418.85
Finance costs	188.07	68.62	201.17	78.26
Depreciation and amortization expense	1,223.84	1,212.57	2,776.90	2,741.13
Earnings before interest, taxes, depreciation, and amortization (EBITDA)	16,757.67	13,638.24	23,584.11	21,089.39
Profit before exceptional items and tax	17,505.02	14,516.09	22,164.41	19,521.69
Exceptional items	(611.30)	-	764.24	591.07
Profit before tax (PBT)	16,893.72	14,516.09	22,928.65	20,112.76
Total tax expenses	4,167.82	3,516.13	5,606.57	5,221.81
Profit for the year	12,725.90	10,999.96	17,322.08	14,890.95
Total other comprehensive income for the year, net of tax	399.77	115.75	2,990.83	365.06
Total comprehensive income for the year	13,125.67	11,115.71	20,312.91	15,256.01
Earnings per equity share (nominal value of share INR 10)
(Expressed in absolute amount in INR)
Basic	75.01	64.86	102.11	87.80
Diluted	74.98	64.81	102.06	87.73

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 2026 stood at INR 43,825.57 lacs as against INR 35,133.52 lacs for the previous year. The total comprehensive income for the year ended 31 March 2026 was INR 13,125.67 lacs, EPS (Basic) INR 75.01 per share and EPS (Diluted) INR 74.98 per share as against the total comprehensive income of INR 11,115.71 lacs, EPS (Basic) of INR 64.86 per share and EPS (Diluted) INR 64.81 per share 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 2026 stood at INR 76,836.38 lacs as against INR 72,688.85 lacs for the previous year. The total comprehensive income for the year ended 31 March 2026 was INR 20,312.91 lacs, EPS (Basic) INR 102.11 per share, and EPS (Diluted) INR 102.06 per share as against INR 15,256.01 lacs, EPS (Basic) INR 87.80 per share, and EPS (Diluted) INR 87.73 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 Report for the financial year ended 31 March 2026, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, forming part of this 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 2026.

5. DIVIDEND

During the financial year 2025-26, the Board of Directors, in its meeting held on 16 May 2025, recommended a final dividend of INR 50 per equity share (face value INR 10 each) for the financial year 2024-25. This dividend was approved by the Members at the Annual General Meeting ("AGM") of the Company held on 29 August 2025 and was paid within 30 days of approval.

Further, the Board of Directors of the Company has not recommended any dividend for the financial year 2025-26.

The Companys Dividend Distribution Policy is available on its website at the weblink: https://www.mpslimited. com/Policies/Dividend-Distribution-Policy.pdf.

6. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserve for the financial year 2025-26, and the entire amount of profit for the financial year forms part of the ‘Retained Earnings.

7. SHARE CAPITAL

The paid-up equity share capital of the Company as of 31 March 2026 is INR 1,710.58 lacs. During the financial year 2025-26, there has been no change in the authorized, issued, subscribed, and paid-up equity share capital of the Company. Further, the Company has no other type of securities except equity shares, which forms part of the Share Capital of the Company.

8. STATUTORY AUDITORS AND AUDIT REPORT

Statutory Auditors

Pursuant to the provisions of Section 139(1) of the Companies Act, 2013, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as the Statutory Auditors of the Company by the Members at the 51^st Annual General Meeting ("AGM") to hold office for a term of five consecutive years, up to the conclusion of the 56^th AGM to be held in the calendar year 2026.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 15 May 2026, has recommended the re-appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the ensuing 56^th AGM until the conclusion of the 61^st AGM of the Company to be held in the calendar year 2031. Accordingly, a resolution seeking the approval of the Members for the re-appointment of M/s. Walker Chandiok & Co LLP, as the Statutory Auditors of the Company, forms part of the Notice convening the ensuing 56^th AGM, which is included in this Annual Report. The Company has received their written consent to act as the Statutory Auditors, along with a certificate confirming that their re-appointment, if approved by the Members, will be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the applicable rules made thereunder.

Statutory Auditors Report

The Auditors Report on the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2026, 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 under review, the Statutory Auditors of the Company have not reported any matter under the second proviso to Section 143(12) of the Companies Act, 2013. Accordingly, there are no particulars required to be disclosed by the Company under Section 134(3) (ca) of the Companies Act, 2013 in this regard.

9. SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

The Company has 4 (Four) Direct Subsidiaries and 8 (Eight) Step-Down Subsidiaries as of 31 March 2026. There has been no material change in the nature of the business of the subsidiaries during the financial year ended 31 March 2026.

The Consolidated Financial Statements of the Company, including the direct and indirect subsidiaries, are presented in a separate section, forming part of this Annual Report. The Consolidated Financial Statements have been prepared in compliance with the 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, including Indirect Subsidiaries, in Form AOC-1 forms part of the Consolidated Financial Statements of the Company. Further, pursuant to Section 136 of the Companies Act, 2013, the Financial Statements, including the Consolidated Financial Statements, the Financial Statements of Subsidiaries (Direct and Indirect), 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 2026 was INR 11,449.47 lacs as compared to INR 7,241.19 lacs during the previous year. The profit before tax for the financial year was INR 453.65 lacs, and the total comprehensive income was INR 2,064.78 lacs as compared to the previous years profit before tax of INR 205.76 lacs and total comprehensive income of INR 404.42 lacs.

American Journal Experts, LLC (AJE), Delaware, a Special Purpose Vehicle ("SPV") incorporated on 20 February 2024 and a wholly owned subsidiary of MPS North America, LLC, together with its step-down subsidiaries, 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 2026, the Revenue from Operations of AJE LLC was INR 10,097.28 lacs, profit before tax was INR 5,248.00 lacs, and total comprehensive income was INR 4,853.33 lacs as compared to the previous years Revenue from Operations of INR 14,585.89 lacs, profit before tax of INR 3,963.64 lacs and total comprehensive income of INR 3,173.45 lacs.

For the financial year ended 31 March 2026, the Revenue from Operations of AJO was INR 6,747.56 lacs, profit before tax was INR 782.01 lacs, and total comprehensive income was INR 628.58 lacs as compared to the previous years Revenue from Operations of INR 8,628.80 lacs, profit before tax of INR 920.92 lacs and total comprehensive income of 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 2026 was INR 1,739.16 lacs as compared to INR 1,672.16 lacs during the previous year. The profit before tax for the year ended 31 March 2026 was INR 60.78 lacs, and the total comprehensive income was INR 58.96 lacs, as compared to the previous years profit before tax of INR 49.22 lacs and total comprehensive income of INR 43.64 lacs.

During the financial year ended 31 March 2026, MPS North America LLC completed the acquisition of 100% equity stake in Unbound Medicine, Inc., USA, pursuant to a Stock Purchase Agreement dated 30 January 2026. Following completion of the transaction and payment of the consideration, Unbound Medicine, Inc., USA became a wholly-owned subsidiary of MPS North America LLC. Unbound Medicine, Inc., is a U.S.-based healthcare learning technology Company providing mobile-first and AI-enabled clinical decision support and medical education platforms for healthcare professionals and institutions. The Revenue from Operations of Unbound Medicine, Inc., USA, for the financial year ended 31 March 2026 was INR 1,178.08 lacs. The profit before tax for the year ended 31 March 2026 was INR 217.93 lacs, and the total comprehensive income was INR 56.46 lacs.

MPS Interactive Systems Limited 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.

During the financial year ended 31 March 2026, MPS Interactive Systems Limited ceased to be a wholly owned subsidiary of the Company; however, it remains a subsidiary, with the Company holding more than 95% of its equity share capital, following a change in its shareholding structure.

The Revenue from Operations of MPS Interactive Systems Limited for the year ended 31 March 2026 was INR 5,355.43 lacs, as compared to INR 6,418.66 lacs during the previous year. The profit before tax for the year ended 31 March 2026 was INR 1,615.06 lacs, and the total comprehensive income was INR 1,445.90 lacs as compared to the previous years profit before tax of INR 2,558.15 lacs and total comprehensive income of INR 1,990.03 lacs.

The Liberate Group, comprising Liberate Learning Pty Ltd, Liberate eLearning Pty Ltd and App-eLearn Pty Ltd, is a well-established learning solutions provider in Australia, offering a wide range of services across the learning spectrum.

During the financial year ended 31 March 2026, the entities forming the Liberate Group, namely Liberate Learning Pty Ltd, Liberate eLearning Pty Ltd, and App-eLearn Pty Ltd, which were earlier subsidiaries of MPS Interactive Systems Limited with a 65% shareholding, became wholly owned subsidiaries of MPS Interactive Systems Limited with 100% shareholding. This acquisition marks a significant step in the strategic expansion of MPS Interactive Systems Limited, enabling full ownership and control of the Liberate Group, strengthening its global learning solutions portfolio, and enhancing its presence across the Asia-Pacific region.

The Revenue from Operations of Liberate Group for the financial year ended 31 March 2026 was INR_3,707.42 lacs as compared to INR 4,280.08 lacs during the previous year. The profit before tax for the year ended 31 March 2026 was INR 979.93 lacs, and the total comprehensive income was INR 753.69 lacs as compared to the previous years profit before tax of INR 1,181.22 lacs and total comprehensive income of INR 900.78 lacs.

Subsequent to the closure of the financial year ended 31 March 2026, App-eLearn Pty Ltd was de-registered on 13 May 2026 in accordance with applicable laws and regulations.

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 2026 was INR 532.41 lacs as compared to INR 789.56 lacs during the previous year. The loss before tax for the year ended 31 March 2026 was INR 153.53 lacs, and the total comprehensive expenses was INR 114.92 lacs, as compared to the previous years profit before tax of INR 32.69 lacs and total comprehensive income of INR 54.86 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 2026 was INR_2,053.47 lacs as compared to INR 1,822.76 lacs during the previous year. The profit before tax for the year ended 31 March 2026 was INR 277.62 lacs, and the total comprehensive income was INR 241.51 lacs as compared to the previous years profit before tax of INR_ 275.90 lacs and total comprehensive income of INR 254.24 lacs.

Material Subsidiaries

Pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations, five (5) subsidiaries, namely MPS Interactive Systems Limited, MPS North America LLC, American Journal Experts LLC, North Carolina, American Journal Experts LLC, Delaware, and American Journal Online (Beijing) Information Consulting Limited, China are classified as ‘material subsidiaries of the Company. The policy for determining the material subsidiaries of the Company formulated in line with the said regulations is available at https://www.mpslimited.com/Policies/ Policy-on-Material-Subsidiary.pdf.

10. NAME OF COMPANIES THAT HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

During the financial year under review, MPS North America LLC, a wholly owned subsidiary of the Company, has acquired a 100% equity stake in Unbound Medicine, Inc., USA, pursuant to a Stock Purchase Agreement dated 30 January 2026. Consequently,

Unbound Medicine, Inc., USA, became a wholly owned step-down subsidiary of the Company. Further, subsequent to the closure of the financial year under review, App-eLearn Pty Ltd was de-registered on 13 May 2026 in accordance with the applicable laws and regulations of Australia and, consequently, ceased to be a step-down wholly owned subsidiary of the Company. The entity was not a material subsidiary and had no business operations. Accordingly, its de-registration has no impact on the Companys business, operations, or revenue.

Except as stated above, no company has become or ceased to be a subsidiary, joint venture, or associate of the Company up to the date of this Report.

11. BOARD MEETINGS

During the year under review, the Board of Directors met 5 (five) times to transact the business of the Company. The details of the Board Meetings, including the attendance of the Directors, are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.

The gap between any two consecutive meetings of the Board did not exceed 120 days, in compliance with the provisions of the Companies Act, 2013, the Rules made thereunder, and the applicable provisions of the SEBI Listing Regulations.

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 2026, the Audit Committee of MPS Limited comprises 3 (three) Directors, 2 (Two) of whom are Independent Directors. The Composition, Meetings, Attendance, and Role/Terms of Reference are provided in the Report on Corporate Governance, which forms part of this Annual Report.

Name of the Audit Committee Members	Designation and Category
1. Mr. Suhas Khullar	Chairman- Independent Non- Executive Director
2. Mr. Karthik Bhat Khandige	Member- Independent Non- Executive Director
3. 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, covering the inputs on 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 fulfilment 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 was held on

02 February 2026, for the purpose of carrying out the annual performance evaluation of the Board, its Committees, the Chairman, and the Non-Independent Directors, without the presence of the 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, the Committees of the Board, 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 disclosurestotheBoardthattheyfulfilalltherequirements 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 fulfil 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 AND KEY MANAGERIAL PERSONNEL APPOINTED OR WHO CEASED TO HOLD OFFICE DURING THE YEAR AND UP TO THE DATE OF THIS REPORT

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Ms._Jayantika Dave (DIN: 01585850), Non-Executive Director, retires by rotation at the ensuing AGM of the Company and, being eligible, offers herself for reappointment. Accordingly, a resolution is included in the Notice of the 56^th AGM of the Company, seeking approval of Members for her re-appointment as a Director of the Company.

Changes in the Board of Directors

During the financial year 2025-26, Ms. Yamini Tandon (DIN: 06937633), Non-Executive Non-Independent Director, resigned from the Board with effect from the close of business hours on 02 February 2026 due to personal reasons. The Board places on record its sincere appreciation for her valuable contribution and guidance during her tenure with the Company.

Board Composition

As of 31 March 2026, the Companys Board has a strength of 6 (Six) Directors, including 3 (Three) Woman Directors. The Chairman of the Board is an Executive Director. The composition of the Board is as below:

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

Subsequent to the closure of the financial year ended 31 March 2026, the Board consists of 7 (Seven) Directors. Mr. Atul Vohra (DIN: 11734775) was appointed as an Additional (Non- Independent Non-Executive) Director w.e.f. 06 July 2026.

The detailed section on ‘Board of Directors is also given in the ‘Report on Corporate Governance, which forms a part of this Annual Report.

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the Financial Year 2025-26. 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 2026, are as follows:

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

*Resigned from the position of Company Secretary and Compliance Officer on 29 May 2026, and his resignation will be effective from the close of business hours on 28 August 2026.

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

Pursuant to Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends remaining unpaid or unclaimed for a period of seven consecutive years are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, shares in respect of which dividends remained unpaid or unclaimed for seven consecutive years or more, are also required to be transferred to the demat account of the IEPF Authority.

During the year under review, the Company transferred an amount of INR 2,71,740 (Rupees Two Lacs Seventy-One Thousand Seven Hundred and Forty Only), pertaining to the final dividend for the financial year 2017–18, to the IEPF, as the same remained unpaid/ unclaimed for a period of seven consecutive years. Further, 1,039 (One Thousand Thirty-Nine) equity shares, in respect of which dividends remained unpaid/ unclaimed for seven consecutive years, were also transferred to the demat account of the IEPF Authority, after providing due notice to the concerned shareholders, in accordance with the applicable provisions of the Companies Act, 2013, and the rules made thereunder. Details of unpaid/unclaimed dividends and shares transferred to or liable to be transferred to the 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 Regulation 24A of the SEBI Listing Regulations, M/s. Sridharan & Sridharan Associates, Company Secretaries (Firm Registration No.: P2022TN093500), were appointed as the Secretarial Auditors of the Company by the Members at the 55^th AGM for a term of five consecutive years, up to the conclusion of the 60^th AGM to be held in the calendar year 2030.

In terms of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Sridharan & Sridharan Associates, Company Secretaries, the Secretarial Auditors of the Company, carried out the Secretarial Audit of the Company for the financial year 2025-26. 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".

Further, in accordance with Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Report of the material unlisted Indian subsidiary of the Company, i.e., MPS Interactive Systems Limited, issued by M/s._R._Sridharan & Associates, Company Secretaries for the financial year 2025-26, is annexed to this Report as "Annexure-A.II".

The Secretarial Auditors have not expressed any qualification, reservation, or adverse remark in their reports, and the reports are 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.

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 2026 from M/s. Sridharan & Sridharan 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 financial year 2025-26, the Company did not accept any deposit within the purview 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. Details thereof are disclosed in the notes to the Standalone Financial Statements, which form part of this 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 the 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. The full version of the Nomination and Remuneration policy 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 Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as "Annexure-B". Pursuant to the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being circulated without the statement containing particulars of employees as required under Rule 5(2) read with Rule 5(3) of the aforesaid Rules. 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 of the Company at investors@mpslimited.com.

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 the 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 components such as Risk Governance, Risk Classification, Risk Origination, Risk Description & Mitigation, and Risk Monitoring. Furthermore, Mr. Vijendra Narendra Kumar, Chief Technology Officer, served as the Chief Risk Officer (CRO) of the Company during FY 2025-26. In this role, he played a pivotal role in overseeing and driving the Companys risk management framework, including the identification, assessment, mitigation, monitoring, and reporting of key business risks. The Risk Management Committee met periodically during the year to, inter alia, review the methodology, processes, and systems for identifying, monitoring, and evaluating the risks associated with the Companys business. The Committee also oversaw the implementation of the Risk Management Policy, assessed the adequacy and effectiveness of the Companys risk management framework, and reviewed key risk mitigation measures to strengthen organizational resilience and support the achievement of the Companys strategic objectives.

Subsequent to the close of financial year 2025-26, the Board of Directors, at its meeting held on 21 July 2026, approved the appointment of Ms. Papinani Radha Rani, General Counsel, as the Chief Risk Officer (CRO) of the Company.

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 a well-defined and effective internal control system commensurate with the size, nature, and complexity of its business. The internal control framework is designed to ensure efficient operations, reliability of financial reporting, safeguarding of assets, compliance with applicable laws and regulations, and adherence to the Companys policies and procedures.

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 conducted quarterly audits, which included 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.

Further, pursuant to the recommendation of the Audit Committee and approval of the Board of Directors, M/s. KPMG Assurance and Consulting Services LLP has been appointed as the Internal Auditors of the Company for a period of three consecutive financial years, commencing from the financial year 2026–27 and ending with the financial year 2028–29.

26. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year 2025-26 were conducted in the ordinary course of business and on an arms length basis, in compliance with the provisions of the Companies Act, 2013, read with the applicable rules thereunder, and the SEBI Listing Regulations. The Audit Committee granted omnibus approval for such transactions, which were subsequently reviewed on a quarterly basis in accordance with Section 188 of the Companies Act, 2013, the rules made thereunder, Regulation 23 of the SEBI Listing Regulations, and the applicable accounting standards.

During the year under review, the Company did not enter into any related party transactions that could be considered to have a potential conflict with the interests of the Company at large. Further, there were no material related party transactions as defined under Section 188(1) of the Companies Act, 2013, entered into with any related party. Details of all related party transactions are disclosed in the Standalone and Consolidated Financial Statements of the Company. In accordance with the provisions of Section 188 of the Companies Act, 2013, read with the relevant rules, Form AOC-2 containing ‘Nil particulars is annexed to this Report as "Annexure C".

The Company has also adopted a Policy on Related Party Transactions, which was last revised by the Board of Directors at its meeting held on 02 February 2026. The Policy is available on the Companys website at the following link: https://www.mpslimited.com/Policies/ Related-Party-Transaction-Policy.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/Whistle-Blower-Policy.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 2025-26, 2 (two) complaints of sexual harassment were received, the summary is as follows:

No. of complaints filed during the financial year 2025-26	2
No. of complaints disposed of during the financial year 2025-26*	0
No. of complaints pending for more than 90 days*	0

*As of the date of this report, no complaints remain pending. All complaints received were disposed of within 90 days of receipt.

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. COMPLIANCE WITH PROVISIONS RELATING TO MATERNITY BENEFITS

During the financial year ended 31 March 2026, the Company complied with the applicable statutory provisions relating to maternity benefits, including provisions governing maternity leave, nursing breaks and other related entitlements for eligible women employees. The Company has appropriate policies and practices in place to provide maternity benefits in accordance with applicable labour laws and remains committed to maintaining a supportive, inclusive and employee-friendly work environment.

30. 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 draft 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/.

31. CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility ("CSR") initiatives and remains committed to creating a positive social impact through its CSR efforts. In compliance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a duly functioning CSR Committee. The composition, roles, and terms of reference of the CSR Committee are detailed in the Report on Corporate Governance, which forms an integral part of this Annual Report.

The Company has also formulated a CSR Policy that outlines its approach towards social responsibility initiatives. The Policy is available on the Companys website at the following link: https://www.mpslimited. com/Policies/Corporate-Social-Responsibility-Policy. pdf. During the financial year 2025-26, the Company incurred an expenditure of INR 266.00 lacs towards CSR activities, in line with the statutory requirements. Pursuant to the provisions of Section 134(3)(o) of the Companies Act, 2013, read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a detailed report on CSR activities-covering, inter alia, a brief outline of the CSR Policy and the initiatives undertaken during the year-is annexed to this Report as "Annexure D".

32. 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. Sridharan & 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 2026, is annexed to the Report on Corporate Governance.

33. ENVIRONMENT, HEALTH, AND SAFETY

The Company remains steadfast in its commitment to employeewell-being,thedevelopmentofsafeandefficient 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.

34. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has established a robust framework to ensure compliance with Insider Trading Regulations and to promote transparency and fairness in the securities market. In this regard, the Company has formulated (i)_a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") in accordance with Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, and (ii) a Code of Conduct to Regulate, Monitor and Report Trading in Securities of the Company, pursuant to Regulation 9 of the said Regulations.

These Codes are designed to ensure timely and adequate disclosure of UPSI, as well as to regulate trading by designated persons and their immediate relatives, in order to prevent insider trading and uphold the highest standards of corporate governance.

The Code of Conduct to Regulate, Monitor and Report Trading in Securities of the Company was last reviewed and revised by the Board of Directors at its meeting held on 02 February 2026, to align with regulatory amendments and best governance practices.

Both the aforementioned Codes are available on the Companys website and can be accessed at the following web link: https://www.mpslimited.com/ Policies/Prevention-of-insider-trading.pdf.

35. 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 lacs) 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 lacs) 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 financial year 2023-24, on 11 April 2023, the Nomination and Remuneration Committee approved the first grant of 74,030 (Seventy-Four Thousand and Thirty Only) 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.

During the financial year 2025-26, 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.

Subsequently, on 22 December 2025, the Nomination and Remuneration Committee approved the fourth grant of 28,906 (Twenty-Eight Thousand Nine Hundred and Six Only) options under the Scheme, each exercisable into one fully paid-up equity share of INR 10/- to eligible employees.

Subsequent to the closure of the financial year ended

31 March 2026, on 04 May 2026, the Nomination and Remuneration Committee approved the fifth grant of 79,009 (Seventy-Nine Thousand and Nine 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 a trust under the supervision of the Nomination and Remuneration Committee of the Company.

The applicable disclosure pursuant to Regulation 14 of the SEBI ESOP Regulations and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, for the financial year ended 31 March 2026, along with the previous financial year ended 31 March 2025, is available on the Companys website at the weblink https://www. mpslimited.com/annual-general-meeting/.

The Members of the Company approved the amendment to the aforesaid ESOS 2023 in the AGM held on 29 August 2025 to extend the exercise period in the event of separation from the Company due to Retirement or Death, from 12 (Twelve) months to 24 (Twenty-Four) months. Apart from this, there is no other material change in ESOS 2023, and the same complies 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.

36. 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 43,720.16 lacs as against INR 34,994.64 lacs during the previous year. The Foreign exchange outgo during the year was INR 5,777.44 lacs as against INR 4,385.89 lacs during the previous year. Thus, the net foreign exchange earned by the Company during the year was INR 37,942.72 lacs as against INR 30,608.75 lacs during the previous year.

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

In compliance with Regulation 34 of SEBI Listing Regulations, 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 2026, is presented in a separate section which forms part of this Report as "Annexure-F".

38. SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

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

39. 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.

40. SCHEME OF AMALGAMATION

During the year under review, the Board of Directors, at its meeting held on 18 July 2025, approved the Scheme of Amalgamation of ADI BPO Services Limited ("Transferor Company"), the holding company of MPS Limited, with MPS Limited ("Transferee Company") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

In accordance with the applicable regulatory requirements, the Company submitted the Scheme to the National Stock Exchange of India Limited and BSE Limited and received their observation letters containing no adverse observations/no objection to the Scheme. Thereafter, the Company filed the Scheme before the Honble National Company Law Tribunal, Chennai Bench ("NCLT"). Pursuant to the Order dated 02 July 2026 passed by the Honble NCLT, meetings of the Equity Shareholders and Unsecured Creditors of the Company are scheduled to be held on 22 August 2026 through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") for the purpose of considering and, if thought fit, approving the Scheme.

The Scheme remains subject to the approval of the Equity Shareholders and Unsecured Creditors of the Company, sanction of the Honble NCLT, and such other statutory and regulatory approvals as may be required.

41. 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, does not apply to the business activities carried out by the Company.

42. APPRECIATION

Your Directors take this opportunity to express their sincere gratitude to the Companys customers, shareholders, suppliers, bankers, business partners, associates, and the Central and State Governments, as well as the various regulatory authorities, for their continued trust, support, and cooperation extended to the Company throughout the year.

The Board also places on record its deep appreciation for the commitment, dedication, and invaluable contribution of the Companys employees at all levels. Their professionalism, hard work, teamwork, and unwavering commitment have been instrumental in enabling the Company to achieve sustained growth and operational excellence.

The Directors look forward to the continued support of all stakeholders as the Company strives to create sustainable value and achieve greater milestones in the years ahead.

	For and on behalf of the Board of Directors
	Rahul Arora
Date: 21 July 2026	Chairman and CEO
Place: Gurugram, Haryana	DIN:05353333