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 Company's 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

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

8. STATUTORY AUDITORS AND AUDIT REPORT

Statutory Auditors

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

Statutory Auditors' Report

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

Details with respect to frauds reported by Auditors

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

9. SUBSIDIARY COMPANIES AND THEIR
FINANCIAL STATEMENTS

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

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

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

financial statements, financial statements of subsidiaries,
and all other documents, are also available on the
Company's 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 year's 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 year's 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 year's 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 year's 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 year's 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.

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 Board's 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 Company's
Code of Business Conduct & Ethics laid down for the
Board of Directors, Senior Management Personnel, and
Other Employees. Further, in the opinion of the Board,
the Independent Directors also possess the attributes
of integrity, expertise, and experience as required to
be disclosed under Rule 8(5) (iiia) of the Companies
(Accounts) Rules, 2014.

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

Director Retiring by Rotation

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

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

Changes in the Board

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

• Appointment of Independent Directors:

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

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

• Retirement of Independent Directors:

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

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

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

• 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 Company's 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:

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:

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 Company's 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 Company's 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.

The full version of the Nomination and Remuneration policy
of the Company may be accessed on the Company's
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. DIRECTOR'S 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 Company's risk management approach com¬
prises 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 Company's 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 Company's 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 arm's 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 Company's 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 Company's
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 Company's 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 Company's 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 ⁱ

No. of complaints disposed of during the

financial year 2024-25

No. of complaints pending as on the end of

the financial year 2024-25

The Policy for Prevention of Sexual Harassment of the
Company is available on the Company's 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 Company's
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 Company's
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 Company's 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 Company's
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 Com¬
pany certifying that the Scheme is being implemented in
accordance with the SEBI ESOP Regulations and the res¬
olution passed by the Members, is available on the Com¬
pany's website at the weblink https://www.mpslimited.
com/annual-general-meeting/ and the same will also
be available for inspection during the meeting in elec¬
tronic 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 Company's 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 COMPANY'S
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 Company's 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. Mainte¬
nance of cost records and requirement of cost au¬
dit as prescribed pursuant to Section 148(1) of the
Companies Act, 2013, are not applicable for the
business activities carried out by the Company.

40. APPRECIATION

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

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

For and on behalf of the Board of Directors

Rahul Arora

Date: 16 May 2025 ^{Chairman and CEO}

DIN:05353333

Place: Switzerland