Directors Report of MPS Ltd.

Mar 31, 2025

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

1. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

The Board''s Report is prepared based on the standalone financial statements of the Company. The Company''s
financial performance for the year, along with the previous year''s figures, is summarized below:

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

2. OPERATIONAL HIGHLIGHTS

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

Standalone

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

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

Consolidated

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

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

3. MANAGEMENT DISCUSSION AND ANALYSIS

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

4. CHANGE IN THE NATURE OF BUSINESS,
IF ANY

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

5. DIVIDEND

In line with the Dividend Distribution Policy of the
Company, which is available on the 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.

S.No.	Name of the Audit Committee Members	Designation and Category
1.	Mr. Suhas Khullar (appointed w.e.f.29 January 2025)	Chairman- Independent Non¬ Executive Director
2.	Mr. Ajay Mankotia (retired w.e.f. 29 January 2025)	Chairman- Independent Non¬ Executive Director
3.	Mr. Karthik Bhat Khandige	Member- Independent Non¬ Executive Director
4.	Mr. Rahul Arora	Member-CEO

13. FORMAL ANNUAL EVALUATION

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

(i) the Board as a whole;

(ii) various committees of the Board; and

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

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

The performance of the Board was evaluated based on
inputs from the board members, the 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:

Category	Number of Directors
Executive Director	1
Independent Non-Executive Directors	4
Non-Independent Non-Executive	2
Director

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

Key Managerial Personnel

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

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

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

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

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

---

Mar 31, 2023

The Directors take pleasure in presenting the 53^rd Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31 March 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

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

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

2. OPERATIONAL HIGHLIGHTS

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

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

Standalone

The Revenue from operations for the year ended 31 March 2023 stood at INR 29,801.28 Lakhs as against INR 28,401.73 Lakhs for the previous year. Total comprehensive income for the year ended 31 March 2023 was INR 9,011.43 Lakhs and EPS INR 50.47 per share as against INR 7,286.63 Lakhs and INR 39.87 per share respectively, for the previous year.

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

Consolidated

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

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

3. CHANGE IN THE NATURE OF BUSINESS

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

4. DIVIDEND

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

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

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

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

7. STATUTORY AUDITORS AND AUDIT REPORT

Statutory Auditors

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

Statutory Auditors'' Report

The Auditor''s Report on the Financial Statements of the Company for the financial year ended 31 March 2023 read with relevant Notes thereon are self-explanatory and does not call for any further explanations. The

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

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

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

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

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

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

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

Auditor''s Report does not contain any qualification, reservation, or adverse remark.

Details in respect of frauds reported by auditors During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

8. SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS

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

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

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

The revenue of MPS North America LLC for the year ended 31 March 2023 was INR 8,720.48 Lakhs as compared to INR 9,236.50 Lakhs during the previous year. The Profit before tax for the year was INR 472.25 Lakhs and Profit after tax and before other comprehensive income was INR 350.97 Lakhs as compared to the previous year''s Profit before tax of INR 564.49 Lakhs and Profit after tax and before other comprehensive income of INR 390.62 Lakhs respectively.

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

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

9. BOARD MEETINGS

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

10. AUDIT COMMITTEE

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

11. FORMAL ANNUAL EVALUATION

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

(i) the Board as a whole;

(ii) various Committees of the Board; and

(iii) t he individual directors (including independent directors and Chairperson)

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

The performance of the Board was evaluated based on inputs received from the Board Members, on the

composition of the Board, the effectiveness of Board processes, information and functioning, areas and quality of review, establishment and delineation of responsibilities to Committees.

The performance of the Committees was evaluated based on inputs received from the Committee Members, covering the inputs on the composition of Committees, effectiveness of Committee meetings, degree of fulfillment of key responsibilities, Committee dynamics, and quality of the relationship of the Committee with the Board and the management.

The Performance of the Individual Directors was reviewed based on inputs received from the Board Members, covering the inputs on the contribution of the individual Director to the Board and Committee meetings.

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

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

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

12. DECLARATION BY INDEPENDENT DIRECTOR(S)

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

as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

13. DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

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

Changes in the Board

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

Board Composition

As on 31 March 2023, the Company''s 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

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

Key Managerial Personnel

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

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

*During the year, the Board in its meeting held on 03 May 2022 accepted the resignation of Mr. Ratish Mohan Sharma, from the position of Chief Financial Officer with effect from the close of business hours on 18 May 2022 and considered and approved the appointment of Mr. Sunit Malhotra, as the Chief Financial Officer of the Company with effect from 19 May 2022.

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

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

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

Further, pursuant to the provisions of Section 124(6) of the Act read with the Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from

time to time) during the financial year 2022-23, the Company has transferred 3,263 equity shares whose dividend has not been paid or claimed for seven consecutive years or more to the demat account of IEPF Authority i.e. INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY, MINISTRY OF CORPORATE AFFAIRS. Before transferring the above-mentioned shares, the Company had published a newspaper advertisement and had also sent individual letters to the concerned shareholders who hadn''t claimed or encashed their dividend for seven or more consecutive years.

15. SECRETARIAL AUDIT AND COMPLIANCE

Secretarial Auditors

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

Secretarial Audit Report

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

In terms of the aforementioned provisions, the Secretarial Audit Report of the Material Unlisted Indian Subsidiary of the Company i.e. MPS Interactive Systems Limited, for the financial year 2022-23 is annexed to this Report as "Annexure-A.II".

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

16. COMPLIANCE WITH SECRETARIAL STANDARDS

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

17. DEPOSITS

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

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

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

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

19. NOMINATION AND REMUNERATION POLICY

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

• To lay down criteria with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions of the Company and recommend to the Board their appointment and removal.

• To lay down the criteria for determining qualifications, positive attributes and Independence of a Director and recommend to the Board a policy relating to, the remuneration of directors, key managerial personnel, senior management and other employees based on the 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 (KMP) and Senior Management Personnel.

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

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

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

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

20. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

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

In terms of the first proviso to Section 136(1) of the Act, the report and accounts are being sent to the members and others entitled thereto, excluding the information on Employees'' remuneration particulars mentioned under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members during business hours on all days except Sunday and Holidays. Any Member interested in inspecting the same may write to the Company Secretary at the Registered Office/Corporate Office of the Company.

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

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

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

d. The Directors had prepared these Annual Accounts on a going concern basis;

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

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

22. RISK MANAGEMENT COMMITTEE

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

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

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

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

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

Pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 and Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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 it works. Internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

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

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

of the Company to report on the financial statements (Standalone & Consolidated) of the Company.

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

24. RELATED PARTY TRANSACTIONS

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

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

The Company has also adopted a Policy on Related Party Transactions, the same is also available on the Company''s website at the weblink https://www .mpslimited.com/Policies/Related-Party-Transaction.pdf

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

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

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

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

26. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

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

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

27. ANNUAL RETURN

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

28. CORPORATE SOCIAL RESPONSIBILITY

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

During the year under review, your Company spent INR 158 Lakhs on CSR activities i.e. 2% of the average of the net profits of the Company during the past three financial years. In accordance with the provisions of Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a report on Corporate Social Responsibility covering a brief extract of the CSR policy of the Company and the CSR projects undertaken during the financial year 2022-23, is annexed to this Report as Annexure-D. The composition, role and terms of reference of the CSR Committee are stated in the Corporate Governance Report forming part of the Annual Report.

29. CORPORATE GOVERNANCE

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

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

30. ENVIRONMENT, HEALTH AND SAFETY

The Company continues to focus on employee wellbeing, developing safe and efficient products and

minimizing the environmental impact of our operations on society. The Company is conducting its operations in such a manner so as to ensure the safety of all concerned compliances of environmental regulations and preservation of natural resources.

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

31. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

32. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

33. EMPLOYEE STOCK OPTION SCHEME

The shareholders of the Company vide Postal Ballot Resolution dated 21 January 2023, had approved ''MPS Limited- Employee Stock Option Scheme 2023'' ("ESOS 2023" or "Scheme") authorizing the Nomination and Remuneration Committee to grant to the eligible employees of the Company and its subsidiary(ies) not exceeding 4,00,000 (Four Lakhs) employee stock options, convertible into not more than equal number of equity shares of face value of Rs. 10/- (INR Ten) each fully paid up upon exercise, out of which not more than 2,00,000 (Two Lakhs) equity shares to be sourced from Secondary Acquisition, from time to time through an employee welfare trust namely ''MPS Employee Welfare Trust'' ("Trust").

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

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

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

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

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

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

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

A. Conservation of Energy

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

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

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

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was INR 29,621.20 Lakhs as against

INR 28,069.79 Lakhs for the previous year ended 31 March 2022. Foreign exchange outgo was INR 3,608.15 Lakhs as against INR 4,770.00 Lakhs for the previous year. Thus, the net foreign exchange earned by the Company during the year ended 31 March 2023 was INR 26,013.05 Lakhs as against INR 23,299.79 Lakhs for the previous year.

35. ACQUISITION OF E.I. DESIGN PRIVATE LIMITED

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

36. MERGER OF E.I. DESIGN PRIVATE LIMITED INTO AND WITH MPS INTERACTIVE SYSTEMS LIMITED

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

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

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

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

38. SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

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

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

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

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

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR During the year under review, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

along with their status as at the end of the Financial Year.

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

The Clause is not applicable to the Company.

42. APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, and Central and State Governments for their consistent support and encouragement of the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

---

Mar 31, 2022

On behalf of the Board of Directors (''the Board'') of the Company, it gives me immense pleasure to present the 52^nd Directors'' Report, along with Balance Sheet, Profit and Loss Account and Cash Flow Statements, for the financial year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

Key highlights of the financial performance of your Company for the financial year 2021-22 is summarized below:

(H in lakhs)
Particulars	Standalone		Consolidated
	For the year ended 31.03.2022	For the year ended 31.03.2021	For the year ended 31.03.2022	For the year ended 31.03.2021
Gross Income	29,520.36	28,791.24	46,297.05	43,242.01
Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)	11,290.85	10,172.20	14,009.64	11,664.75
Finance Charges	116.21	136.05	153.22	203.77
Provision for Depreciation	1,335.52	1,245.99	2,060.63	2,121.59
Profit Before Tax (Excluding Exceptional Item)	9,839.12	8,790.16	11,795.79	9,339.39
Provision for Tax	2,693.12	2,736.79	3,083.74	3,483.43
Net Profit After Tax	7,146.00	6,053.37	8,712.05	5,855.96
Other Comprehensive Income	140.01	(155.46)	421.76	(220.59)
Total comprehensive income for the year, net of tax	7,286.63	5,897.91	9,133.81	5,635.37
Retained Earnings brought forward from previous year	20,931.76	14,876.42	22,434.79	16,526.88
Retained Earnings available for appropriation	28,078.37	20,931.75	31,172.19	22,434.79
Surplus Carried to Balance Sheet	28,078.37	20,931.75	31,172.19	22,434.79

OPERATIONAL HIGHLIGHTS

Standalone

Revenue from operations for the year ended March 31, 2022 stood at INR 284.02 crores as against INR 279.02 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2022 was INR 71.46 crores and EPS INR 39.87 per share as against INR 60.53 crores and INR 33.00 per share respectively for the previous year.

Standalone Ind AS Financial Statements ("financial statements”) have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 ("the Act”) read with

Companies (Indian accounting standard) rules as amended from time to time andother relevant provisions of the Act.

Consolidated

Revenue from operations for the year ended March 31,2022 stood at INR 448.88 crores as against INR 422.55 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2022 was INR 87.12 crores and EPS INR 48.61 per share as against INR 58.56 crores and INR 31.92 per share respectively for the previous year.

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 ("the Act”) read with Companies (Indian accounting standard) rules as amended from time to time and all other relevant provisions of the Act are separately disclosed in the Annual Report.

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

DIVIDEND

The Directors are pleased to recommend final dividend of INR 30 per equity share of face value of INR 10 each. The Final dividend if approved by the shareholders would be paid to those shareholders whose name appears on the register of members as on the record date mentioned in the notice convening the 52^nd Annual General Meeting of the Company.

SHARE CAPITAL AND BUY BACK

During the financial year 2021-22, your Company has bought back 9,44,444 (Nine Lacs Forty Four Thousand Four Hundred Forty Four only) fully paid equity shares of face value of INR 10 each, representing up to 5.23% of the total paid-up Equity Share capital of the Company at a price of INR 900 (Indian Rupees Nine Hundred only) per Equity Share (the "Buyback Price”) payable in cash for an aggregate consideration of INR 84,99,99,600 (Indian Rupees Eighty Four Crores Ninety Nine Lacs Ninety Nine Thousand Six Hundred only) ("Buyback Size”), which represents 21.50% and 20.35% of the fully paid-up Equity Share capital and free reserves of the Company as at September 30, 2021 (being the latest standalone and consolidated un-audited & limited reviewed condensed interim financial statements as on September 30, 2021, available after the audited financial statements for the period ended March 31, 2021) on a proportionate basis through the "tender offer” route as prescribed under the SEBI Buyback Regulations, from all of the shareholders of the Company who hold Equity Shares as of the Record Date i.e. Friday, December 17, 2021.

The Buyback was completed on February 11, 2022. Pursuant to the completion of buyback, paid up share capital of the Company stands reduced from INR 18,05,02,600 (Eighteen Crore Five Lakhs Two Thousand Six Hundred only) to INR 17,10,58,160 (Seventeen Crore Ten Lakhs Fifty Eight Thousand One Hundred Sixty only).

STATUTORY AUDITORS AND AUDIT REPORT

At the 51^st Annual General Meeting ("AGM”), M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm

Registration Number-001076N/N500013) was appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 56^th AGM of the Company to be held in the calendar year 2026.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2022 read with relevant Notes thereon is self-explanatory and does not call for any further explanations. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

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

SUBSIDIARIES

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

The revenue of MPS North America LLC for the year ended March 31, 2022 was INR 92.37 Crores compared to INR 84.16 crores during the previous year. The Profit before tax for the year was INR 5.64 crores and Profit after tax and before other comprehensive income was INR 3.91 crores as compared to the previous year''s Profit before tax of INR 7.25 crores and Profit after tax and before other comprehensive income of INR 5.35 crores respectively.

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

The revenue of MPS Interactive Systems Limited for the year ended March 31,2022 was INR 53.87 crores compared to INR 47.38 crores during the previous year. The profit before tax for the year was INR 10.29 crores and profit after tax and before other comprehensive income was INR 7.68 crores as compared to the previous year''s loss before tax of INR 0.79 crores and loss after tax and before other comprehensive income of INR 6.54 crores respectively.

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

The revenue of TOPSIM GmbH for the financial year ended March 31, 2022 was INR 14.91 crores compared to INR 15.59 crores during the previous year. The profit before tax for the year was INR 2.50 crores and profit after tax and before other comprehensive income was INR 2.74 crores as

compared to the previous year''s profit before tax of INR 0.23 crores and profit after tax and before other comprehensive income of INR 0.62 crores respectively.

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

The revenue of MPS Europa AG for the year ended March 31, 2022 was INR 15.19 crores compared to INR 11.07 crores during the previous year. The profit before tax for the year was INR 2.93 crores and profit after tax and before other comprehensive income was INR 2.5 crores as compared to the previous year''s loss before tax of INR 3.17 crores and loss after tax and before other comprehensive income of INR 3.03 crores respectively.

The Company also has two downstream subsidiaries named as Highwire Press Limited and Semantico Limited. Highwire Press Limited is a wholly owned subsidiary of MPS North America LLC. Semantico Limited is a wholly owned subsidiary of Highwire Press Limited.

Highwire North America LLC, wholly owned subsidiary company was voluntary dissolved w.e.f December 21, 2021, as the subsidiary of the Company did not have any operations during the financial year 2021-22.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

BOARD MEETINGS

The Board met Five (5) times during the financial year 202122, to transact the business of the Company. Details of the Board Meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

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

The Performance of the Individual Directors was reviewed based on inputs from the Board Members, covering the inputs on the contribution of the individual Director to the Board and Committee meetings.

The performance of the Committees was evaluated based on inputs from the Committee Members, covering the inputs on the composition of Committees, effectiveness of Committee meetings, degree of fulfillment of key responsibilities, Committee dynamics, quality of relationship of the Committee with the Board and the management.

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

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

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

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

DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Yamini Tandon, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 52^nd Annual General Meeting of the Company for seeking approval of members for her reappointment as a Director of the Company.

Changes in the Board

Mr. Nishith Arora (DIN: 00227593), Chairman & Non -Executive Director of the Company, retired with effect from

June 30, 2021 and did not offer himself for re-appointment. Mr. Rahul Arora, Managing Director of the Company was appointed as the Executive Chairman of the Company with effect from June 30, 2021.

Ms. Jayantika Dave, Ms. Achal Khanna and Mr. Ajay Mankotia were re-appointed as Independent Directors of the Company, by approval of the shareholders through postal ballot on December 02, 2021. Ms. Jayantika Dave and Ms. Achal Khanna will hold office for a period of three (3) years with effect from October 30, 2021 till October 29, 2024 and Mr. Ajay Mankotia will hold office for a period of three(3) years w.e.f January 29, 2022 till January 28, 2025.

Key Managerial Personnel

During the year Mr. Sunit Malhotra, Company Secretary of the Company relinquished as the Chief Financial Officer from closing of the business hour on October 31, 2021 and continued as the Company Secretary thereafter.

Mr. Ratish Mohan Sharma was appointed as the Chief Financial Officer of the Company from the start of the business hours on November 01, 2021.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2022 are: Mr. Rahul Arora, Chairman and Managing Director, Mr. Sunit Malhotra, Company Secretary and Mr. Ratish Mohan Sharma, Chief Financial Officer.

Mr. Ratish Mohan Sharma will relinquish his position as Chief Financial Officer at the close of business hours on May 18, 2022 and Mr. Sunit Malhotra, Company Secretary of the Company will continue as the Chief Financial Officer w.e.f May 19, 2022.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company for the financial year 2021-22.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, the Secretarial audit report of material unlisted subsidiary is also to be annexed with the Annual Report of the Company.

The Secretarial Audit Report of the Company and its material unlisted subsidiary, MPS Interactive Systems Limited for the financial year 2021-22 is annexed to this Report as Annexure A.

The Secretarial Auditors have not expressed any qualification or reservation in their report and their report is self-explanatory.

Secretarial Auditors have not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees, advances, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

TRANSFER TO GENERAL RESERVE

The Directors do not propose to transfer any amount to reserves.

NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company''s updated Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on website of the Company at www.mpslimited.com. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs and Senior Management Personnel of the Company.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information''s related to the remuneration of Directors, Key Managerial Personnel and Employees are set out in Annexure B to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 and loss of the Company for that period;

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

d. The Directors have prepared these Annual Accounts on a going concern basis;

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

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

RISK MANAGEMENT COMMITTEE

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the company has constituted a Risk Management Committee. The Risk Management Committee monitors and reviews the risk management plan and such other functions as assigned from time to time. The Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities, strategies for timely evaluation, reporting and monitoring of the key business risks and its mitigation. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The Company''s risk management approach comprises of the components i.e. Risk Governance, Risk Identification, Risk Description & Mitigation and its Monitoring. The company has appointed Mr. Vijendra Narendra Kumar as Chief Risk Officer. Chief Risk Officer plays a pivotal role in the oversight and execution of a Company''s risk management functions. The Risk Management Committee met twice during the year ended March 31, 2022.

INTERNAL CONTROLS

The Company has well-equipped and effective internal control systems in place that match the scale of its sector and the complexity of the market it works in. Internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies.

The Audit Committee is undertaking a periodic assessment to ensure compliance with best practices. The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013.

For the Financial year 2021-2022, Company availed services of M/s. BDO India LLP, the Internal Auditors of the Company to verify and report on the operational and financial controls of the Company and M/s. Walker Chandiok & Co., the Statutory Auditors of the Company to report on the financial statements (Standalone & Consolidated financials) of the Company.

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2021-22, were on arm''s length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. The Company has not, during the year, entered into any related party transaction that had a conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions, as specified in Section 188(1) of the Act, with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of related party transactions of the Company are disclosed in financials statements of the Company.

Your Company has updated the Policy on Related Party Transaction disseminated on the Company''s website viz. www.mpslimited.com.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy. This Policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on Prevention and Prohibition of Sexual Harassment at Workplace and has also put in place a redressal mechanism for resolving complaints received with respect to sexual harassment. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received.

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

ANNUAL RETURN

As per the requirements of Section 92(3) and 134(3) of the Act, an extract of Annual Return in Form MGT-9 shall place a copy of the annual return on the website of the Company. A copy of the Annual Return is available on the website of the Company and can be accessed at the web link: https:// www.mpslimited.com/annual-general-meeting/.

CORPORATE SOCIAL RESPONSIBILITY

MPS has been an early adopter of Corporate Social Responsibility (the "CSR") initiatives. In terms of the provisions of Section 135 of the Act the Company has constituted a CSR Committee. The composition and terms

of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz. www.mpslimited.com.

During the year under review, your Company spent INR 157 Lakhs on CSR activities i.e. 2% of the average of the net profits of the Company during the past three financial years. In accordance with the provisions of Section 134(3)(o) of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, a report on Corporate Social Responsibility covering brief extract of the CSR policy of the Company and the CSR projects undertaken during the financial year 2021-22, is annexed as Annexure - C to this Report.

Composition, role and terms of reference of the CSR Committee are stated in the Corporate Governance Report forming part of this Annual Report.

CORPORATE GOVERNANCE

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

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

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

A. Conservation of Energy

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

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure D.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was INR 280.70 crores as against INR 276.68 Crores for the previous year ended March 31, 2021. Foreign exchange outgo was INR 47.70 Crores as against INR 65.23 Crores for the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2022 was INR 233 Crores.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Except for the events disclosed elsewhere in the Annual Report, no significant change or development, that could affect the Company''s financial position, has occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

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

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 to 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.

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Mar 31, 2019

REPORT OF THE BOARD OF DIRECTORS

DEAR SHAREHOLDERS,

The Board of Directors hereby submit the report of the business and operations of the Company along with Audited Financial Statements for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company during the financial year 2018-19 is as under:

(Rs in lacs)

Â	Standalone		Consolidated
Particulars	For the year ended 31.03.2019	For the year ended 31.03.2018 |	For the year ended 31.03.2019	For the year ended 31.03.2018
Gross Income	24,998.00	24,343.33	38,779.70	29,001.23
Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)	11,251.40	10,822.98	11,860.82	11,003.22
Finance Charges	19.05	12.66	19.05	12.66
Provision for Depreciation	646.08	753.72	1,106.60	804.53
Profit Before Tax (Excluding Exceptional Item)	10,586.27	10,056.60	10,735.17	10,186.03
Exceptional Cost	-	-	-	-
Provision for Tax	3,112.27	3,23541	3,131.64	3,165.09
Net Profit After Tax	7,474.00	6,821.19	7,603.53	7,020.94
Other Comprehensive Income	(9.55)	(62.69)	337.70	28.04
Total comprehensive income for the year, net of tax	7,464.45	6,758.50	7,941.23	7,048.98
Retained Earnings brought forward from previous year	21,881.32*	15,122.82*	22,666.90*	15,708.65*
Retained Earnings available for appropriation	29,345.77	21,881.32*	30,331.30	22,666.90*
Dividend paid	(2,234.03)	-	(2,234.03)	-
Income tax on dividend	(459.21)	-	(459.21)	-
Transfer to General Reserve	-	-	-	-
Surplus Carried to Balance Sheet	26,652.53	21,881.32*	27,638.06	22,666.90*

OPERATIONAL HIGHLIGHTS

Standalone

Revenue from operations for the year ended March 31, 2019 stood at Rs 223.96 crores as against Rs 218.34 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2019 was Rs 74.74 crores and EPS Rs 40.14 per share as against Rs 68.21 crores and Rs 36.64 per share respectively for the previous year.

Consolidated

Revenue from operations for the year ended March 31, 2019 stood at Rs 362.54 crores as against Rs 26703 crores for the previous year. Profit after tax and before other comprehensive income for the year ended March 31, 2019 was Rs 76.04 crores and EPS Rs 40.83 per share as against Rs 70.21 crores and Rs 3771 per share respectively for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") have been followed.

DIVIDEND

Based on the Company's performance, the Board of Directors have recommended a dividend of Rs 25 per equity share (face value Rs 10 per equity share), amounting to Rs 56.11 crores including dividend distribution tax, for the financial year 2018-2019. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and will be paid within the statutory period, to the members whose names appear in the Register of Members, as on record date, July 17, 2019.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividend 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, according to Section 124(6) of the Companies Act, 2013 and the rules made there in, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF

Accordingly during the year under review, the Company has transferred an amount of Rs 96,616 unpaid or unclaimed interim dividend for the Financial Year 2011-12 on March 02, 2019 to the Investors Education and Protection Fund established by the Central Government under Section 125 of the Act. The Company has transferred 247 shares to IEPF for which dividend have remained unpaid or unclaimed for seven consecutive years.

Details regarding unclaimed dividend lying with the Company as on July 27, 2018 (date of last Annual General Meeting) has been updated on the website of the Company, (www.mpslimited.com/investors). and also on the website of Ministry of Corporate Affairs. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company's Registrar and Share Transfer Agent (the "RTA") for claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company's website.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 is separately disclosed in the Annual Report.

The Consolidated Financial Statement up to and for the year ended March 31, 2019 was prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (previous GAAP), notified under Section 133 of the Act and other relevant provisions of the Act.

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

STATUTORY AUDITORS AND AUDIT REPORT

At the 46th Annual General Meeting ("AGM") held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2019 read with relevant Notes thereon is self-explanatory and does not call for any further explanations. The Auditor's Report does not contain any qualification, reservation or adverse remark.

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

SHARE CAPITAL

During the year there has been no change in the paid up equity share capital of the Company which stood at Rs 18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

ACQUISITION

During the year under review, the Company acquired Tata Interactive Systems, the eLearning business of Tata Industries Limited in India, through the wholly owned subsidiary, MPS Interactive Systems Limited and all the shares held by Tata Industries Limited in Tata Interactive Systems, AG and Tata Interactive Systems GmbH currently named as MPS Europa AG and TOPSIM Gmbh respectively. This marks the Company's definitive entry in the enterprise space and reduces the risk and dependence from its core business.

The acquisition takes the Company into an adjacent market segment of eLearning where it leverages on its strong content capabilities developed over 50 years. The acquisition has provided us with products and services that are driven by process efficiency and industry thought leadership and the Company has gained significant new capabilities in emerging technology and platform solutions along with onshore presence in Europe. It is now in the process of integrating the new acquisition with the rest of MPS.

SCHEME OF AMALGAMATION

During the Financial Year 2017-18 the Board of Directors of the Company had approved the scheme of amalgamation involving amalgamation of ADI BPO Services Limited (post demerger of its 'Infrastructure Management Business Undertaking' into ADI Media Private Limited') into the Company.

The scheme of amalgamation was also approved by the shareholders of the Company on October 25, 2018. Thereafter, the Board of Directors of ADI BPO Services Limited decided to withdraw the Scheme of Demerger of Infrastructure Management Business Undertaking of ADI BPO Services Limited into ADI Media Private Limited and Scheme of Amalgamation of ADI BPO Services Limited (post demerger of its Infrastructure Management Business Undertaking) into the Company. Based on such development, the Board of Directors of the Company approved the withdrawal of Scheme of Amalgamation and declared it to be null and void. Such withdrawal of Scheme of Amalgamation has been approved by NCLT Chennai on February 01, 2019.

SUBSIDIARIES

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

The revenue of MPS North America LLC for the year ended March 31, 2019 was Rs 6742 crores compared to Rs 71.27 crores during the previous year. The Profit before tax for the year was Rs 4.93 crores and Profit after tax and before other comprehensive income was Rs 341 crores as compared to the previous year's Profit before tax of Rs 3.60 crores and Profit after tax and before other comprehensive income of Rs 2.69 crores respectively.

MPS Interactive Systems Limited, wholly owned subsidiary of your Company, incorporated on May 10, 2018 is focused on high end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning.

The revenue of MPS Interactive Systems Limited for the period ended March 31, 2019 was Rs 63.03 crores. The Loss before tax for the period ended on March 31, 2019 was Rs 4.81 crores and Loss after tax and before other comprehensive income was Rs 4.09 crores respectively.

The primary focus during the year was to arrest revenue decline, optimize cost and to run the business profitably. The initiatives taken by us have started yielding favorable results.

TOPSIM GmbH: MPS Limited acquired the shares held by Tata Industries Limited in its wholly owned subsidiary, Tata Interactive System, GmbH on July 02, 2018 that is now named as TOPSIM GmbH. The Company is focused on multiplayer workshop-based simulations platform for management education.

The revenue of TOPSIM GmbH for the period ended March 31, 2019 was Rs 15.55 crores. The Loss before tax for the period was Rs 1.61 crores.

MPS Europa AG: MPS Limited acquired the shares held by Tata Industries Limited in its wholly owned subsidiary, Tata Interactive System AG on July 05, 2018, that is now named as MPS Europa AG. The Company is focused on Assessment Engine, Learning Management Platform for management education.

The revenue of MPS Europa AG for the period ended March 31, 2019 was Rs 8.73 crores. The Profit before tax for the period was Rs 0.41 crores.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

BOARD MEETINGS

The Board met seven (7) times during the financial year 2018-19, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report.

The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting evaluated and discussed the performance of Non-independent Directors, Managing Director, Board, Committees and Chairperson of the Company. After evaluation, all the Board Members submitted the duly filed in Evaluation Form for self-assessment, Board Evaluation Form and the Committees evaluation forms to the Chairman of the Company.

The Performance of the individual Directors was reviewed on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of the Committees was evaluated after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

DIRECTORS, KEY MANAGERIAL

PERSONNEL AND EMPLOYEES

Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Nishith Arora, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 49th Annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company.

Changes in the Board and Key Managerial Personnel Board

Mr. Ambarish Raghuvanshi was appointed as an Independent Director to hold office with effect from May 01, 2018 and up to April 30, 2023 as approved by the shareholders in the 48th AGM of the Company.

Mr. Rahul Arora had been CEO and Whole Time Director of the Company since August 12, 2013. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee appointed him as the Managing Director of the Company for a period of five years with effect from August 12, 2018 to August 11, 2023, subject to the approval of Central Government and shareholders of the Company. The appointment and remuneration of Mr. Rahul Arora was further approved by way of special resolution passed by the shareholders through postal ballot on October 24, 2018 and by the Central Government on January 30, 2019.

Mr. Sunil Shah was appointed as an Additional Independent Director of the Company on December 11, 2018. Thereafter, his appointment for a consecutive term of five years with effect from January 18, 2019 to January 17, 2024 was approved by the Board on January 18, 2019, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

Mr. D.E. Udwadia resigned from the directorship of the Company with effect from March 29, 2019. The Board Members thank him for his guidance and contribution during his tenure of 25 years with the Company.

Mr. Vijay Sood was appointed as an Independent Director of the Company by the members at the 44th AGM of the Company held on August 08, 2014 for a period of five consecutive years commencing from May 22, 2014 to May 21, 2019. As per Section 149(10) of the Act, an Independent Director shall hold office for a term of five consecutive years on the Board of a Company, but shall be eligible for re-appointment subject to approval of the shareholders by passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company. Based on the recommendation of Nomination and Remuneration Committee, Mr. Vijay Sood, being  eligible for re-appointment as an Independent Director was re-appointed as an Independent Director for second term of five consecutive years from May 22, 2019 to May 21, 2024 by the Board, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

The brief details of expertise and other Directorships/ Committee memberships held by the above Directors, form part of the Notice convening the 49th AGM of the Company.

Independent Directors have declared to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 17 of the Listing Regulations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2018-19.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 the Secretarial Audit Report of material unlisted subsidiary, shall also be annexed with the Annual Report of the Company.

The Secretarial Audit Report of the Company and its material subsidiary, MPS Interactive Systems Limited for the financial year 2018-19 is annexed to this Report as Annexure A

The Secretarial Auditors have not expressed any qualification or reservation in their report and their report is self-explanatory.

Secretarial Auditors had also not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act, and hence no amount of principal and interest thereof was outstanding.

LOANS, GUARANTEES, AND INVESTMENT

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

During the financial year under review, your Company has not obtained any secured term loan. The company has provided term loan of Rs 23,00,00,000 (Rupees Twenty Three Crores) to its wholly owned subsidiary, MPS Interactive Systems Limited.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

Your Company had raised a sum of Rs 150 crores through "Qualified Institutional Placement" (the "QIP") during the financial year 2014-15. The proceeds of the issue (net of issue expenses) were primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law.

We are pleased to share that the QIP funds have been fully utilized for the objects of QIP as detailed below:-

QIP Fund (net of expenses)	14,780
Acquisition of Mag+ companies (net of working capital adjustments)	(2,328)
Acquisition of Think Subscription business	(2756)
Expenses related to acquisition of Tata Interactive Systems	(28)
Closing Balance as on April 01, 2018	11996
Acquisition of Business of Tata Interactive Systems through MPS Interactive Systems Limited	(6784)
Acquisition of Topsim GmBH	(599)
Acquisition of MPS Europa AG	(810)
Expenses related to acquisitions	(84)
Investment in MPS Interactive Systems Limited	(3803)
Closing QIP Fund	0

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, updated criteria for appointment, performance evaluation and for determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Nomination and Remuneration policy of the Company on Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of Director and other matters as required under sub section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing obligation and disclosure requirements) Regulations, 2015, is available on our website www.mpslimited.com/investors The policy has been updated to comply with the amendment in SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy is annexed as Annexure B to this Report.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 and loss of the Company for that period;

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

d. The Directors have prepared these Annual Accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROLS

The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company, in the financial year 2018-19, has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to its company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risks and their mitigation is a continuing process. Based on the diversified scale of business operations, your Company has formulated a Risk Management Policy to assist the Board in:

> overseeing and approving the Company's enterprise wide risk management framework; and

> overseeing that all the risks that the organization faces, such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputational, and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company's management systems, organizational structure, processes, standards, code of conduct, and behavior together form a system that governs how the Company conducts its business and manage the associated risks.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2018-19, were on arm's length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. The Company has not, during the year, entered into any related party transaction that may have a potential conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions, as specified in Section 188(1) of the Act, with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of related party transactions of the Company are disclosed in financials statements of the Company.

Your Company has formulated a Policy on Related Party Transaction disseminated on the Company's website www.mpslimited.com/investors

VIGIL MECHANISM

The Company has adopted a "Whistle Blower Policy", through which employees are provided a platform to raise concerns, in line with MPS' commitments to the highest possible standards of ethical, moral, and legal business conduct and its commitment to open communications. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises an issue against such improper conduct. The policy was further revised to enable employees to report instances of leak of unpublished price sensitive information pursuance to Regulation 9(2A)(6) of the SEBI ( Prohibition of Insider Trading) Regulations 2015.

Policy has been approved by the Directors and placed on the website of the Company at www.mpslimited. com/investors

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

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

Your Company has, during the year, evolved various CSR initiatives which includes imparting primary high-quality education to out-of-school underprivileged girls, imparting computer education to underprivileged children, providing tailor made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care-center for mentally challenged and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the Act, and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the details of the CSR Projects undertaken by the Company during the year are detailed in Annexure E

CORPORATE GOVERNANCE

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. Conservation of Energy

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

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was Rs 223.17 crores as against Rs 218.18 crores in the previous year ended March 31, 2018. Foreign exchange outgo was Rs 21.12 crores as against Rs 17.04 crores in the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2019 was Rs 202.05 crores.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Except for the events disclosed elsewhere in the Annual Report, no significant change or development, that could affect the Company's financial position, has occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

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

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 to 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
Â	Â
Gurugram	Nishith Arora
May 17, 2019	Chairman

Annexure A

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24 A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended/

The Members, MRS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MRS LIMITED (hereinafter called "the Company") [Corporate Identification Number: L22122TN1970PLC005795]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 fSCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under. There is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the year under review;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) During the year under review the Company has not issued any new securities mandating compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Company has not formulated any Scheme of ESOP/ESPS and hence the requirement of compliance of the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 does not arise;

e) The Company has not issued any debentures during the period under review, and hence the requirement of compliance of the provisions of The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 does not arise;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

g) During the year under review, the Company has not delisted its Securities from any of the Stock Exchanges in which it is listed and hence the compliance of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 is not applicable; and

h) The Company has not bought back any Securities during the period under review, hence the requirement of complying with the provision of The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 & Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 does not arise;

(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company.

1. The Information Technology Act, 2000 and the Rules made thereunder

2. The Special Economic Zones Act, 2005 and the Rules made thereunder

3. The Software Technology Parks of India rules and regulations

4. The Trade Marks Act, 1999

5. The Patents Act, 1970

6. The Copyrights Act, 1957

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory auditor, tax auditor, and other designated professionals.

We have also examined compliance with the applicable clauses / regulations of the following:

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

(ii) The Uniform Listing Agreement entered with BSE Limited and National Stock Exchange of India Limited pursuant to the provisions of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. However, the Company has spent an amount of Rs 196.36 lakhs against the amount of Rs 196.94 lakhs to be spent during the year towards Corporate Social Responsibility.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors / Committee Members and no Director / Member dissented on the decisions taken at such Board / Committee Meeting. Further, in the minutes of the General Meeting including Postal Ballot, the Members who voted against the resolution(s) have been recorded.

We further report that based on review of compliance mechanism established by the Company and on basis of the Compliance certificates issued by the Chief Financial Officer and Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws.

We further report that the above mentioned Company being a Listed entity this report is also issued pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and circular No.CIR/CFD/CMDl/27/2019 dated February 08, 2019 issued by Securities and Exchange Board of India.

We further report that as per the information and explanations provided by the Management, the Company has a Material Unlisted Subsidiary, viz. MPS Interactive Systems Limited, Incorporated in India as defined in Regulation 16(l)(c) and Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that during the audit period, the Company has

1. Obtained the approval of the Board of Directors at their meeting held on April 17, 2018 to invest in MPS Interactive Systems Limited, wholly owned subsidiary of the Company, either by way of equity, preference shares, loans and/or convertible/non-convertible debentures, not exceeding an amount of Rs 80,00,00,000 (Rupees Eighty Crores).

2. Obtained the approval of the shareholders at the General Meeting convened by National Company Law Tribunal, Chennai Bench ("NCLT")on October 25, 2018, for Amalgamation between ADI BPO Services Limited (Post Demerger) (Transferor Company) with the Company.

3. Obtained the approval of the Board of Directors at their meeting held on January 18, 2019 to invest and subscribe 4,00,00,000 (Four Crores) equity shares of Rs 10 each equivalent to Rs 40,00,00,000 (Forty Crores) in MPS Interactive Systems Limited, a Wholly Owned Subsidiary of the Company.

4. Obtained the Approval of Central Government vide letter dated January 30, 2019 for the appointment of Mr. Rahul Arora (a Non-Resident Indian) as a Managing Director of the Company for a period of five years w.e.f. August 12, 2018 to 11th August, 2023.

5. Obtained the unanimous approval of the Board of Directors at their meeting held on December 11, 2018 for withdrawal of Scheme of Amalgamation between ADI BPO Services Limited (Post Demerger) (Transferor Company) with the Company. Further NCLT vide order dated February 01, 2019 has approved the withdrawal of the said Scheme.

For R.Sridharan & Associates

Company Secretaries

Â

C S R.Sridharan

CP No. 3239

Place : Chennai PCS No. 4775

Date : May 17, 2019 UIN : S2003TN063400

This report is to be read with our letter of even date which is annexed as ANNEXURE -1 and forms an integral part of this report.

'ANNEXURE - 1'

The Members, MPS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Â	For R. Sridharan & Associates
Â	Company Secretaries
Â	C S R.Sridharan
Â	CP No. 3239
Place : Chennai	PCS No. 4775
Date : May 17, 2019	UIN : S2003TN063400

Annexure A1

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20141

The Members,

MPS INTERACTIVE SYSTEMS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MPS INTERACTIVE SYSTEMS LIMITED (hereinafter called "the Company") [Corporate Identification Number: U74999TN2018PLC122594]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the period ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2019 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) Since the Company is an unlisted Company, the question of complying with the provisions of the Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under does not arise;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Company has complied with the applicable provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there under. There is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the year under review;

(v) Since the Company is an unlisted Company, the question of complying with the provisions of the following Regulations (a to i) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') does not arise:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 & Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial auditor, tax auditor and other designated professionals.

We have also examined compliance with the applicable clauses of the following:

Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Meetings which are convened at shorter notice and agenda / notes on agenda which are circulated less than the specified period, the necessary compliances under the Companies Act, 2013 and Secretarial Standards on Board Meeting are complied with. There are certain businesses which can be transacted through Video Conferencing / Audio Visual means as provided under the Companies Act, 2013 and the relevant Rules made there under. Such meetings of board through video conferencing were properly convened and recorded in compliance with the provisions of Section 173 (2) of the Companies Act, 2013 read with Rule 3 of Companies (Meetings of Board and its Powers) Rules, 2014 relating to businesses that have been transacted through Video Conferencing / Audio Visual means.

Based on the verification of the records and minutes, the decisions were carried out with the consent of the Board of Directors and no Director / Member dissented on the decisions taken at such Board Meetings. Further, in the minutes of the General Meeting, the Members who voted against the resolution(s) have been recorded.

We further report that based on review of compliance mechanism established by the Company and on basis of the Compliance certificates issued by the Chief Financial Officer and Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws.

We further report that during the audit period, the Company has

1. Obtained the approval of the Board of Directors at their meeting held on May 28, 2018

- to offer and issue 2,19,90,000 (Two Crores Nineteen Lakhs Nineteen Thousand Only) equity shares of Rs 10/- (Rupees Ten Only) per share aggregating to Rs 21,99,00,000/- (Rupees Twenty One Crores Ninety Nine Lakhs Only) at par on rights basis to the existing Equity shareholders which was allotted on June 18, 2018.

- To offer and issue 2,20,00,000 (Two Crores Twenty Lakhs Only) 8% Non-Cumulative Redeemable Preference Shares of Rs 10/- (Rupees Ten Only) per share aggregating to Rs 22,00,00,000/- (Rupees Twenty Two Crores Only) at par on rights basis to the existing Equity shareholders which was allotted on June 18, 2018.

2. Obtained the approval of the Board of Directors at their meeting held on January 16, 2019 to offer and issue 4,00,00,000 (Four Crores) Equity shares of Rs10/- (Rupees Ten Only) per share, aggregating to Rs 40,00,00,000/- (Rupees Forty Crores Only) at par on rights basis to the existing Equity shareholders which was allotted on February 18, 2019.

For R. Sridharan & Associates
Company Secretaries
Â	C S R.Sridharan
Â	CP No. 3239
Place : Chennai	PCS No. 4775
Date : May 16, 2019	UIN : S2003TN063400

This report is to be read with our letter of even date which is annexed as ANNEXURE -1 and forms an integral part of this report.

'ANNEXURE - 1'

The Members,

MPS INTERACTIVE SYSTEMS LIMITED

RR Tower IV, Super A, 16/17,

Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600032.

Our report of even date is to be read along with this letter

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For R.Sridharan & Associates

Company Secretaries

Â

C S R.Sridharan

CP No. 3239

Place : Chennai PCS No. 4775

Date : May 16, 2019 UIN : S2003TN063400

Annexure B

NOMINATION AND REMUNERATION POLICY OBJECTIVE AND PURPOSE OF THE POLICY:

The objective and purpose of this policy are: e To [ay 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 of Director their appointment and removal.

e To determine remuneration 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.

e To carry out evaluation of the performance of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel.

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

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

• To recommend to the Board, all remuneration, in whatever form, payable to senior management.

EFFECTIVE DATE:

This policy shall be effective from April 01, 2019.

DEFINITIONS:

e Independent Director means a Director as defined in Section 149 (6) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement with the Stock Exchanges and any further amendment or modification made thereto.

e Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director; (ii) Whole-Time Director; (iii) Chief Financial Officer; (iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions / regulations.

• Senior Management means officer/ personnel of the Company who are Members of its Core Management team excluding Board of Directors comprising all Members of Management one level below the Managing Director / Whole Time Director/ Manager Chief Executive Officer and shall specifically include the Chief Financial Officer and the Company Secretary. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to

e Directors (Executive and Non-Executive)

e Key Managerial Personnel

e Senior Management Personnel

GENERAL

e This Policy is divided in three parts:

Part - A covers the matters to be dealt with and recommended by the Committee to the Board,

Part - B covers the appointment, removal and nomination and

Part - C covers remuneration and perquisites etc.

e The key features of this policy shall be included in the Board's Report.

PART - A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

e Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to, the remuneration of the Director, Key Managerial Personnel and other employees.

e Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

e Recommend to the Board, their appointment (including terms thereof) and removal of Director, KMP and Senior Management Personnel.

e Devise a policy on diversity of Board of Directors.

e Formulate criteria for evaluation of performance of Independent Director and Board of Directors.

e Determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

e Recommend to the Board, all remuneration, in whatever form, payable to senior management.

The Committee may delegate the powers of appointment, remuneration and removal of Senior Management Personnel to the Chairman and Managing Director.

PART - B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

e Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Senior Management and/or KMP and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Committee shall not recommend the appointment of any person as Director including a Managing Director or Whole Time Director who is below the age of twenty one years or has attained the age of Seventy Five years. Provided that the Committee can, subject to the subsisting laws on the subject, recommend the re-appointment of a person holding the position even if the tenure of re-appointment may extend beyond the age of Seventy Five years and such recommendation would be subject to the approval of shareholders by a special resolution.

4. The Committee shall not recommend the appointment or continue the employment of any person as Managing Director or Whole Time Director who is

a. an undischarged insolvent or has at any time been adjudged as an insolvent;

b. has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or

c. has at any time been convicted by a court of an offence and sentenced for a period of more than six months.

Term /Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director / Whole Time Director for a term not exceeding five years at a time. No recommendation for re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

The recommendation of the Committee for the appointment or re-appointment of an Independent Director shall be guided by the following:

a. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report.

b. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 01, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

c. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director Serves is restricted to seven listed companies as an Independent Director and three listed

companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

d. To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of independent directors.

• Evaluation:

The Committee shall carry out evaluation of performance of every Director.

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Companies Act, 2013, rules and regulations or on the grounds mentioned in the terms of the contract, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director and /or KMP or a Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013 or any other applicable law and rules and regulations made thereunder.

• Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and/or the prevailing policy of the Company. The Board shall have the discretion to retain the Director, KMP and Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company in accordance with the provisions of the Companies Act, 2013.

PART - C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

e General:

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Managerial Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration shall comprise a balance between fixed and incentive pay reflecting short and long term performance objectives  appropriate to the working of the Company and its goals. The remuneration / compensation / commission etc. shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board in the case of Whole-time Director, KMP and Senior Management Personnel.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

1. Fixed pay:

a) The Whole-time Director and KMP shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to PF, pension scheme, medical expenses, other perks etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) The Remuneration of Senior Management Personnel, including any subsequent change in the remuneration, shall be decided in line with the HR practices of the Company.

c) Any subsequent change in the Remuneration of KMP (other than Executive Directors) shall be decided in line with the HR practices of the Company.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing / Whole-time Director(s) in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess Remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive Directors:

1. Remuneration / Commission:

The remuneration / commission shall be recommended in accordance with the limits and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees:

a) The Non- Executive Directors will receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of such fees shall not exceed the amount as may be prescribed by the Central Government from time to time.

b) The sitting fee per Meeting, for attending the Board / Committee Meetings of the Company, will be as follows:

i) For Board Meeting - Rs 80,000 per Meeting

ii) For Audit Committee Meeting - Rs 80,000 per Meeting

iii) For Stakeholders Relationship Committee Meeting - Rs 60,000 per Meeting

iv) For Corporate Social Responsibility Committee Meeting - Rs 60,000 per Meeting

v) For Nomination and Remuneration Committee Meeting - Rs 60,000 per Meeting

3. Commission:

Commission may be paid as approved by the shareholders, subject to the limit as per the applicable provisions of the Companies Act, 2013.

Annexure C

DETAILS OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

A. Details as per Section 197 and Rule 5(1):

(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19, percentage increase in remuneration of Managing Director, Chief Executive officer. Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2018-19,is as follows:

SI. No.	Name of Executive Director/KMP	Designation	Percentage increase in Remuneration from previous year	Ratio of Remuneration of each Director to median remuneration of employees*
1	Nishith Arora*	Chairman & Non-Executive Director	Nil	Not Applicable
2	Rahul Arora**	Managing Director	17%	81:1
3	Ms Yamini Tandon***	Non-Executive Director	Nil	Not Applicable
4	Mr Vijay Sood	Independent Director	Nil	Not Applicable
5	Mr. D E Udwadia	Independent Director	Nil	Not Applicable
6	Mr. Ambarish Raghuvanshi	Independent Director	Nil	Not Applicable
7	Mr. Sunil Shah	Independent Director	Nil	Not Applicable
8.	Sunit Malhotra	Chief Financial Officer & Company Secretary	18%	Not Applicable

*Mr Nishith Arora, Chairman and Non-Executive Director of the Company did not receive any sitting fees from the Company.

**Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company effective from August 12, 2018. The Appointment is for a term of 5 years w.e.f August 12, 2018 to August 11, 2023 and the Remuneration was approved by the shareholders by way of special resolution passed by postal ballot on October 24, 2018. Percentage increase in remuneration reflected from previous year is due to revision in the salary with effect from August 12, 2018. Also he is being paid remuneration in USD from the US Branch of the Company post his deputation to USA. The salary level at USA is not comparable to the salary level in India.

***Ms. Yamini Tandon, Non-Executive Director, did not receive any remuneration, including sitting fees from the Company.

# For the purpose of ratios, the PLB payable for the respective financial year has been considered in the same financial year. Median Annual Remuneration for the financial year 2018-19 was Rs 2,68,183

The Independent Directors of the Company are paid sitting fees and commission within the limits as approved and prescribed under the Companies Act, 2013. The details of remuneration paid to Independent Directors are detailed in the Corporate Governance Report. The ratio of remuneration and percentage increase for the Independent Directors' remuneration has not been considered for this purpose.

(ii) Increase in Median Remuneration:

During the financial year 2018-19, Median Annual Remuneration of employees has increased by 3.3% over the previous financial year.

(iii) Permanent Employees:

The Company had 2195 permanent employees on its rolls as on March 31, 2019.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances, if any, for increase in the managerial remuneration:

During the financial year 2018-19, average increase in the remuneration of employees was 5%, while the increase in the average managerial remuneration from the previous year was 17%.

(v) The Company affirms that the remuneration to Directors and employees during the financial year 2018-19 is as per its Remuneration Policy..

B. Details as per Section 197 and Rule 5(2) and 5(3) of the Act:

1. During the financial year 2018-19, no employee of the Company, received remuneration of one crore and two lakh rupees or more per annum while working for the whole year or at the rate of eight lakh and fifty thousand rupees per month while working for a part of the year.

2. During the financial year 2018-19 or part thereof, no employee of the Company received remuneration in excess of the remuneration drawn by Managing Director or Whole-Time Director or Manager and no employee of the Company (by himself or along with his spouse and dependent children), was holding two percent or more of the equity shares of the Company.

3. During the financial year 2018-19, no employee of the Company, resident in India, posted and working in a country outside India, not being Directors or their relatives, had drawn more than sixty lakh rupees per year or five lakh rupees per month.

Â	For and on behalf of the Board of Directors
Â	Â
Gurugram	Nishith Arora
May 17, 2019	Chairman

Annexure D

FORM MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1	CIN	L22122TN1970PLC005795
2	Registration Date	January 19, 1970
3	Name of the Company	MPS Limited
4	Category / Sub-Category of the Company	Public company limited by shares
5	Address of the registered office and contact details	RR Towers IV, Super A, 16/17, Thiru Vi Ka Industrial Estate,
		Guindy, Chennai - 600 032
		Tel: +91 - 44 - 49162222
		Fax:[phone]
6	Whether listed company (Yes/No)	Yes
7	Name, Address and Contact details of Registrar and Transfer Agent, if any	Cameo Corporate Services Limited
		Subramanian Building, 1 Club House Road, Chennai - 600002
		Tel: +91- 44 - 28460390
		Fax: [phone]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company:

Name and Description of main products/services	NIC Code of the Product/ service	% to total Turnover of the Company*
Content Solutions	Â	Â
» Content Authoring and Development	Â	Â
» Content Production	620	82%
® Content Transformation	Â	Â
» Fulfillment and Customer Support	Â	Â
Platform Solutions	Â	Â
e DigiCore	Â	Â
e THINK (recent acquisition)	632	18%
e mag+ (recent acquisition)	Â	Â
e ScholarStor (re-launched)	Â	Â
e Technology Services3

#On the basis of gross turnover.

*Company operates in two segments, i.e., Content Solutions and Platform Solutions.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

s.No.	Name of Company	Address of Company	CIN/GLN	Holding/ Subsidiary / Associate	% of shares held as on 31/03/2019	Applicable Section
1	ADI BPO Services Limited	RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600 032	U22110DL2006PLC144592	Holding Company	67.77%	2(46)
2	MPS North America, LLC	5728 Major Blvd., Orlando, Florida 32819	L13000078013 Subsidiary Company		100%	2(87)
3	MPS Interactive Systems Limited*	RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600 032	U74999TN2018PLC122594	Subsidiary Company	100%	2(87)
4	MPS Europa AG	Lindenstrassese 14, 6340 Baar	CHE-101439161 (Firm Number)	Subsidiary Company	100%	2(87)
5.	Topsim GmbH	Neckarhalde 55 D- 72070, Tubingen, Germany	HRB 382769 (Local Business Number)	Subsidiary Company	100%	2(87)

*6 shares of MPS Interactive Systems Limited are held by Nominee shareholders of MPS Limited

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) CATEGORY - WISE SHARE HOLDING

S. No.	Category of Shareholders	No. of shares held at the beginning of the year (as on 01.04.2018)				No. of shares held at the end of the year (as on 31.03.2019)				% change
Â	Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
A.	Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1)	Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	ndividual/HUF	-	-	-	-	-	-	-	-	-
(b)	Central Govt.	-	-	-	-	-	-	-	-	-
(c)	State Govt(s)	-	-	-	-	-	-	-	-	-
(c)	Bodies Corporate	12,616,996	-	12,616,996	67.77	12,616,996	-	12,616,996	6777	-
(d)	Banks/ Fl	-	-	-	-	-	-	-	-	-
(e)	Any Other	-	-	-	-	-	-	-	-	-
Â	Sub-Total (A)(l)	12,616,996	-	12,616,996	67.77	12,616,996	-	12,616,996	67.77	-
(2)	Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	NRIs - Individuals	-	-	-	-	-	-	-	-	-
(b)	Other - Individuals	-	-	-	-	-	-	-	-	-
(c)	Bodies Corp	-	-	-	-	-	-	-	-	-
(d)	Banks/ Fl	-	-	-	-	-	-	-	-	-
(e)	Any Other	-	-	-	-	-	-	-	-	-
Â	Sub-Total (A)(2)	-	-				-	-	-	-

 

s. No.	Category of Shareholders	No. of shares held at the beginning of the year (as on 01.04.2018)				No. of shares held at the end of the year (as on 31.03.2019)				% change during the year
		Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
Â	Total	12,616,996	-	12,616,996	67.77	12,616,996	-	12616,996	67.77	-
Â	shareholding of Promoter (A)= (A) (1)+(A)(2)	Â	Â	Â	Â	Â	Â	Â	Â	Â
B.	Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1)	Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Mutual Funds	6,49,147	-	6,49,147	3.4868	85,083	-	85,083	0.4570	-3.0298
(b)	Banks/FI	2,125	-	2,125	0.0114	1651	-	1651	0.088	-0.0025
(c)	Central Govt	-	-	-	-	-	-	-	-	-
(d)	State Govt(s)	-	-	-	-	-	-	-	-	-
(e)	Venture Capital Funds	-	-	-	-	-	-	-	-	-
(f)	nsurance Companies	-	-	-	-	-	-	-	-	-
(g)	Flls	-	-	-	-	-	-	-	-	-
(h)	Foreign Venture Capital Investors	-	-	-	-	-	-	-	-	-
(i)	Qualified Foreign nvestor	-	-	-	-	-	-	-	-	-
(J)	Any Other	-	-	-	-	-	-	-	-	-
Â	Alternate	-	-	-	-	-	-	65,333	0.3509	0.3509
Â	nvestment Fund	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Foreign Portfolio	3,92,114	-	3,92,114	2.1062	3,92,114	-	3,92,114	2.1062	-
Â	nvestor	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	(Corporate)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Category	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Foreign Portfolio	6,84,773	-	6,84,773	3.6782	7,05,170	-	7,05,170	3.7877	0.1095
Â	nvestors	Â	Â	Â	Â	Â	Â	Â		Â
Â	(Corporate)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Category II	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Foreign Portfolio	-	-	-	-	36,000	-	36,000	0.1933	0.1933
Â	nvestors	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	(Corporate)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Category III	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Sub- Total (B)(l)	10,76,887	-	10,76,887	9.2827	12,85,351	-	12,85,351	6.9042	-2.3785

 

S.No.	Category of Shareholders	No. of shares held at the beginning of the year (as on 01.04.2018)				No. of shares held at the end of the year (as on 31.03.2019)				% change during the year
Â	Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
2.	Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Bodies Corporate	8,47,731	-	8,47,731	4.5535	8,79,589	-	8,79,589	4.7246	0.1711
(i)	ndian	-	-	-	-	-	-	-	-	-
(n)	Overseas	-	-	-	-	-	-	-	-	-
(b)	Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	ndividual shareholders holding nominal share capital up to Rs 1 lakh	18,31,331	22,250	18,53,581	9.9564	19,10,805	14,347	19,25,152	10.3408	0.3844
Â	ndividual shareholders holding nominal share capital in excess of Rs1 lakh	8,33,874	Â	8,33,874	4.4791	11,17,505	0	11,17,505	6.0026	1.5235
(c)	Others (specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Directors and Relatives	9,731	-	9,731	0.0522	9,731	-	9,731	0.0522	-
Â	EPF	3580	-	3580	0.0192	3,580	-	3,580	0.0192	-
Â	Hindu Undivided Family	2,51,870	-	2,51,870	1.3529	-	-	-	-	-1.3529
Â	Non Resident ndians	4,48,871	-	4,48,871	2.4110	5,00,502	-	5,00,502	2.6884	0.2773
Â	Clearing Members	22,533	-	22,533	0.1210	2,097	-	2097	0.0112	-0.1097
Â	Resident HUF	-	-	-	-	2,69,423	-	2,69,423	1.4471	1.4471
Â	TRUSTS	-	-	-	-	7,000	-	7,000	0.0376	0.0376
Â	Others	7,36,585	-	7,36,585	3.9565	792333	-	792333	4.2559	0.2994
Â	Sub- Total (B)(2)	42,49,521	22,250	42,71,771	22.9456	47,00,232	14,347	47,14,579	25.3241	2.3785
Â	Total Public	5977680	22250	59999000	32.2283	5985583	14,347	59,99,930	32.2283	0.00
Â	Shareholding (B)= (B)(1)+(B)(2)	Â	Â	Â	Â	Â	Â	Â	Â	Â
(C)	Shares held by Custodian for GDRs and ADRs	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	GRAND TOTAL (A)+(B)+(C)	18594676	22250	18616926	100	18602579	14347	18616926	100	0.00

 

S.No.	Shareholder's Name	Shareholding at the beginning of the year (as on 01.04.2018)			Shareholding at the end of the year (as on 31.03.2019)			% change in shareholding during the year
Â	Â	No. of Shares	% of total Shares of the Company	%of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged/encumbered to total shares
1	ADI BPO Services Limited	12,616,996	67.77	NIL	12,616,996	6777	NIL	-
Â	Total	12,616,996	67.77	NIL	12,616,996	67.77	NIL	-

 (III) CHANGE IN PROMOTERS' SHAREHOLDING

S. No.	Â	Shareholding at the beginning of the year (as on 01.04.2018)		Cumulative Shareholding during the year
Â	Â	No. of Shares	% of total shares of the Company	No. of Shares	% of total shares of the company
Â	At the beginning of the year	12,616,996	67.77	12,616,996	67.77
Â	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)	Â	Â	Â	Â
Â	At the end of the year (as on 31.03.2019)	Â	Â	12,616,996	67.77

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

s. No.	Name of Shareholder	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	ICICI LOMBARD GENERAL INSURANCE COMPANY LTD
Â	At the beginning of the year 01-Apr-2018	564575 3.0325 564575			3.0325
Â	At the end of the Year 31-Mar-2019	564575	3.0325	564575	3.0325
2	GOVERNMENT OF SINGAPORE - E	Â	Â	Â	Â
Â	At the beginning of the year Ol-Apr-2018	390379	2.0969	390379	2.0969
Â	At the end of the Year 31-Mar-2019	390379	2.0969	390379	2.0969
3	PINEBRIDGE GLOBAL FUNDS - PINEBRIDGE INDIA	Â	Â	Â	Â
Â	EQUITY FUND	Â	Â	Â	Â
Â	At the beginning of the year Ol-Apr-2018	344493	1.8504	344493	1.8504
Â	At the end of the Year 31-Mar-2019	344493	1.8504	344493	1.8504
Â	Â	Â	Â	Â	Â

 

s. No.	Name of Shareholder	Shareholding at the beginning of the year			Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company		No. of shares					% of total shares of the Company
4	MUKUL AGRAWAL JT1 : PARAM CAPITAL RESEARCH PVT LTD DP/CL ID: IN30021419901246	Â	Â	Â															Â
Â	At the beginning of the year 01-Apr-2018	0	0.0000		0					0.0000
Â	Purchase 10-Aug-2018	100000	0.5371		100000												0.5371
Â	Purchase 30-Nov-2018	45000	0.2417		145000													0.7788
Â	Purchase 28-Dec-2018	143386	0.7701		288386					1.5490
Â	At the end of the Year 31-Mar-2019	288386	1.5490		288386					1.5490
4	MUKUL AGRAWAL JT1 : PARAM CAPITAL RESEARCH PVT LTD DP/CL ID: IN30021424195989	Â	Â		Â					Â
Â	At the beginning of the year Ol-Apr-2018	0	0.0000		0					0.0000
Â	Purchase 21-Sep-2018	185000	0.9937		185000					0.9937
Â	Sale 30-Nov-2018	-41614	0.2235		143386					0.7701
Â	Sale 28-Dec-2018	-143386	0.7701		0					0.0000
Â	Purchase 08-Mar-2019	6614	0.0355		6614					0.0355
Â	Purchase 15-Mar-2019	5000	0.0268		11614					0.0623
Â	At the end of the Year 31-Mar-2019	11614	0.0623		11614					0.0623
5	PARAMJIT MANN	Â	Â		Â					Â
Â	At the beginning of the year Ol-Apr-2018	200000	1.0742		200000					1.0742
Â	Sale 11-May-2018	-535	0.0028		199465					1.0714
Â	Sale 08-Jun-2018	-733	0.0039		198732					1.0674
Â	Sale 13-Jul-2018	-448	0.0024		198284					1.0650
Â	Sale 17-Aug-2018	-447	0.0024		197837						1.0650
Â	Sale 14-Sep-2018	-186	0.0009		197651							1.0616
Â	Sale 21-Sep-2018	-258	0.0013		197393				1.0602
Â	Sale 16-Nov-2018	-605	0.0032		196788					1.0570
Â	Sale 14-Dec-2018	-540	0.0029		196248					1.0541
Â	Sale 25-Jan-2019	-350	0.0018		195898					1.0522
Â	Sale 01-Feb-2019	-1071	0.0057		194827								1.0465
Â	Sale 22-Feb-2019	-546	0.0029		194281									1.0435
Â	Sale 15-Mar-2019	-91	0.0004		194190										1.0430
Â	At the end of the Year 31-Mar-2019	194190	1.0430		194190					1.0430
6	NIHAR NILEKANI	Â	Â		Â					Â
Â	At the beginning of the year Ol-Apr-2018	119858	0.6438		119858					0.6438
Â	Purchase 13-Jul-2018	12500	0.0671		132358											0.7109
Â	Purchase 15-Mar-2019	31000	0.1665		163358			0.8774
Â	Purchase 22-Mar-2019	19000	0.1020		182358		0.9795
Â	At the end of the Year 31-Mar-2019	182358	0.9795		182358	0.9795
7	PINEBRIDGE INDIA EQUITY FUND	Â	Â		Â	Â
Â	At the beginning of the year 01-Apr-2018	162000	0.8701		162000	0.8701
Â	At the end of the Year 31-Mar-2019	162000	0.8701		162000	0.8701
8	RAMESH S DAMANI	Â	Â		Â	Â
Â	At the beginning of the year Ol-Apr-2018	115728	0.6216		115728	0.6216
Â	Sale 18-May-2018	-628	0.0033		115100	0.6182
Â	At the end of the Year 31-Mar-2019	115100	0.6182		115100	0.6182
9	ASIAN MARKETS SECURITIES PVT LTD. DP/CL ID: 1201400000007200	Â	Â		Â	Â
Â	At the beginning of the year Ol-Apr-2018	0	0.0000		0	0.0000
Â	Purchase 21-Sep-2018	100000	0.5371		100000	0.5371
Â	Sale 30-Nov-2018	-2500	0.0134		97500	0.5237
Â	Sale 07-Dec-2018	-2800	0.0150		94700	0.5086
Â	At the end of the Year 31-Mar-2019	94700	0.5086		94700	0.5086
9	ASIAN MARKETS SECURITIES PVT. LTD DP/CL ID: 1201400000009305	Â	Â		Â	Â
Â	At the beginning of the year Ol-Apr-2018	0	0.0000		0	0.0000
Â	Purchase 07-Dec-2018	2800	0.0150		2800	0.0150
Â	At the end of the Year 31-Mar-2019	2800	0.0150		2800	0.0150
9	ASIAN MARKETS SECURITIES PVT.LTD CLIENT MARGIN A/C) DP/CL ID: 201400000005106	Â	Â		Â	Â
Â	At the beginning of the year Ol-Apr-2018	0	0.0000		0	0.0000
Â	Purchase 30-Nov-2018	2500	0.0134		2500	0.0134
Â	At the end of the Year 31-Mar-2019	2500	0.0134		2500	0.0134
10	DILEEP MORESHWAR WAGLE JT1 : VAIJAYANTI DILEEP WAGLE	Â	Â		Â	Â
Â	At the beginning of the year Ol-Apr-2018	90000	0.4834		90000	0.4834
Â	At the end of the Year 31-Mar-2019	90000	0.4834		90000	0.4834
Â	NEW TOP 10 AS ON (31-Mar-2019)	Â	Â		Â	Â
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â

 

(V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

s. No.	Name of Director/ KMP	Shareholding at the beginning of the year (as on 01.04.2018)		Change in no. of shares during the year			Cumulative Shareholding during the year/at the end of the year (as on 31.03.2019)
Â	Â	No. of shares	% of total shares of the Company	Date	Purchase/ Sale	No. of shares	No. of shares	% of total shares of the Company
A. Directors
1	Nishith Arora (Chairman)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
2	D E Udwadia* (Independent Director)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
3	Vijay Sood (Independent Director)	9,731	0.0522	-	-	-	9,731	0.0522
4	Rahul Arora (Managing Director)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
5	Yamini Tandon (Non-Executive Director)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
6	Ambarish Raghuvanshi** (Independent Director)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
7	Sunil Munubhai Shah***	Nil	Nil	Nil	Nil	Nil	Nil	Nil
B. Key Managerial Personnel
1	Sunit Malhotra	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Â	(Chief Financial Officer &Company Secretary)	Â	Â	Â	Â	Â	Â	Â

* Resigned as Independent Director with effect from March 29, 2019.

** Ambarish Raghuvanshi was appointed as an independent Director with effect from May 01, 2018.

*** Sunil. Manubhai Shah was appointed as an Independent Director with effect from December 11, 2018. Thereafter, he was appointed for a consecutive term of five years with effect from January 18, 2019.

V. INDEBTEDNESS

The Company has not availed any term loan from any bank / financial institution during the financial year 2018-19.

VI.	REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A.	REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER: (Rs in [acs)
SI. No	Particulars of Remuneration	Name of MD/WTD/Manager Rahul Arora# (Managing Director)
1	Gross salary	Â
Â	a) Salary as per provisions contained in Section 17(1) of the Income - Tax Act, 1961	Refer note 1
Â	(b) Value of perquisites under Section 17(2) of Income-Tax Act,1961	-
Â	c) Profits in lieu of salary under Section 17(3) of Income - Tax Act, 1961	-
2.	Stock Option	-
3.	Sweat Equity	-
4.	Commission	-
Â	- as % of profit	Â
Â	- Others, specify	Â
5.	Others, please specify	-
Â	Total (A)	-
Â	Ceiling as per the Act	Rs 536.8 lakhs (being 5% of the net profits of the Company for the year ended March 31, 2019 computed as per section 198 of the Companies Act, 2013)

B. REMUNERATION TO OTHER DIRECTORS (NON EXECUTIVE INDEPENDENT DIRECTORS)

(Rs in lacs)

SI. No	Particulars of Remuneration	Name of Directors				Â
		Mr. D. E. Udwadia	Mr .Vijay Sood	Mr. Ambarish Raghuvanshi	Mr. Sunil Manubhai Shah	Total Amount
1	Fee for attending Board 10.20 Committee Meetings		13.60	8.40	1.40	33.60
2	Commission *	14.12	19.16	11.09	2.01	46.40
3	Others, please specify	-	-	-	-	-
Â	Total (B)	Â	Â	Â	Â	80.00
Â	Ceiling as per the Act	Ceiling for the commission is Rs107.36 lakhs (being 1% of the net profits of the Company for the year ended March 31, 2019 computed as per Section 198 of the Companies Act, 2013.)
Â	Total Managerial	Â	Â	Refer Note 1	Â	Â
Â	Remuneration (A+B)	Â	Â	Â	Â	Â
Â	Overall Ceiling as per the Act	Rs1180.96 lakhs (being 11% of the net profits of the Company for the year ended March 31, 2019 computed as per Section 198 of the Companies Act, 2013.)

Note 1: * Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company elective from August 12, 2018. The Appointment is for a term of 5 years w.e.f August 12, 2018 to August 11, 2023 and the Remuneration was approved by the shareholders by way of special resolution passed by postal ballot on October 24, 2018. He received a total of Rs 228.44 lakhs (including PLB) as remuneration in USD from the branch of the Company at USA, which is not subject to income tax at India under the Income Tax Act, 1961. The salary level at USA is not comparable to the salary level in ndia

Note 2: "Commission pertains to the financial year 2018-19, to be paid during the financial year 2019-20

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(Rs in lacs)

SI. No	Particulars of Remuneration	Key Managerial Personnel
		CEO & Whole Time Director*	CFO & Company Secretary Sunit Malhotra
1	Gross salary	Â	Â
Â	a) Salary as per provisions contained in Section 17(1) of the Income - Tax Act, 1961	Â	58.26
Â	b) Value of perquisites under Section 17(2) of Income - Tax Act, 1961	Â	-
Â	c) Profits in lieu of salary under Section 17(3) of Income - Tax Act, 1961	Covered under point VI (A)	~
2.	Stock Option	Â	-
3.	Sweat Equity	(in WTD)	-
4.	Commission	Â	-
Â	- as % of profit	Â	Â
Â	- others, specify	Â	Â
5.	Others, please specify	Â	-
Â	Total	Â	58.26

*Mr Rahul Arora was CEO and Whole Time Director of the Company till August 11, 2018 and was appointed as Managing Director of the Company effective from August 12, 2018.

VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES AGAINST COMPANY/ DIRECTORS/OFFICERS IN DEFAULT:

Type Section of the Brief H Details of Authority Appeal made. Companies Act Description Penalty/ [RD/NCLT if any (give Punishment/ / COURT] details) Compounding fees imposed
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

 

Â	For and on behalf of the Board of Directors
Â	Â
Date: May 17, 2019	Nishith Arora
Place: Gurugram	Chairman

Annexure E

ANNUAL REPORT ON CSR ACTIVITIES OF MPS LIMITED DURING THE YEAR ENDED MARCH 31, 2019.

1. A brief outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

The Corporate Social Responsibility ('CSR') is an integral part of the social performance of the Company. Our CSR activities intend to make a positive difference to society and contribute its share towards the social cause of betterment of the society and the area in which it operates. Our focus areas comprise of education to underprivileged children, healthcare, research, mental illness, empowering poor and marginalized.

In its CSR Policy, the Company encompasses its philosophy for delineating its responsibility as a Corporate Citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large and empowers MPS to undertake all or any of the activities as specified under Schedule VII to the Companies Act, 2013 (the "Act")

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board of Directors, is available on the Company's website at www.mpslimited.com.

2. Composition of Corporate Social Responsibility

Committee

The CSR committee of the Board is responsible for overseeing the execution of the Company's CSR Policy. The CSR Committee comprises of one Independent Director, the Chairman and Managing Director of the Company. The Members of the Committee are:

Mr. Nishith Arora, (Chairman)

Mr. Vijay Sood, (Independent Director)

Mr. Rahul Arora, (Managing Director)

3. Average net profit of the Company for last three financial years: Rs 9847.14 Lakhs

1. Prescribed CSR Expenditure (2% of the amount mentioned at point 3 above): Rs 196.94 lakhs.

2. Details of CSR spent during the financial year:

(i) Amount spent during the financial year 2018-19: Rs 196.36 Lakh

(ii) Amount unspent, if any: Rs 0.58 Lakhs*

* The marginal shortfall in the approved budget was due to non-receipt of funds request by Sambandh Healthcare Foundation as per approved budget.

During the year, the Company has undertaken the following CSR Projects:

A. Girls Education through IIMPACT

Education is an essential part of a living being, whether it's a boy or a girl. It helps an individual to be smarter, to learn new things and to know about the facts of the world. Education plays one of the most important roles in Women Empowerment. Education helps women to be more productive in her work. A knowledgeable woman has the skills, information, talent, and self-confidence that she requires to be a superior mother, employee, and resident. In association with IIMPACT, a non-profit making organization, MPS continued its support to "MPS Limited - Girl's Education Project", for imparting primary education to out-of-school under privileged girls, between 6 to 14 years of age, from marginalized communities across India.

Under this Project, MPS adopts various teaching schools, called "Learning Centers" wherein Company covers the cost of running these Learning Centers, such as teachers and other staff salaries, teacher's training, teaching and learning materials for students. Girl's education is one of the most effective ways for ending poverty in developing nations. This Project is based on deep realization that education is the only tool with which a girl or a woman can empower herself and eventually her family.

Teachers Training:

In order to ensure successful implementation of the curriculum IIMPACT conducts trainings for teachers on a regular basis. These trainings are primarily aimed at enhancing the knowledge base of the participants thereby enlightening them with different methodologies that can be incorporated in teaching. Education is a continuous process of learning with different experiences in our life and also in our formal education system. It is very important for a teacher that she/he is aware of how a child learns, what should be taught and how he/she can deliver their best in the classroom in spite of all the diversities in the group namely age, physical capabilities, mental diversities, and health and also with the students background diversities. All over teacher training makes a teacher capable to teach according to the students, ensure subjective concepts are clear and a as result children are confident and disciplined. At the end of each training, the teacher gains a certain set of knowledge and skills to understand how and when various tools best support their curriculum and when should they be introduced in the classroom.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 103.68 lakhs towards this Project.

B. Computer Education to Underprivileged Students through Computer Shiksha:

Computer Shiksha offers computer literacy service programmes as a service to the schools who are already successfully engaging with the communities but do not have assets and resource capabilities to produce an effective digital literacy programme. With a dream to bridge the digital divide in country they intend catering to all sections of society which are not computer literate. Started at the bottom of the pyramid by enabling those who have the least hope of getting computer literate in the near future.

Computer Shiksha is currently operational 230 CS enabled centers across eleven providing world class computer education to 40000+ children from under-served communities in 13 different states and expanding fast.

Computer Shiksha won The best NGO AWARD amongst SAARC countries in Learning & Education category and also has been certified to be having 'Desirable Norms prescribed for Good Governance of voluntary organizations" by CAI, Credibility Alliance, a global organization certifying NGOs.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 24.00 lakhs towards this Project.

C. Mental Health Care through Sambandh:

Mental disorder nowadays has become a major concern all over the world. Mental Disorder is estimated to be the second largest cause of morbidity and mortality. Today in India the attention given to mental health is grossly inadequate. The absence of a strategic plan, the dire lack of mental health resources, inadequate number of health professionals, including psychiatrists and mental health professionals, deeply rooted beliefs that mental illness can be treated by faith or traditional healers, together with the pervasive stigma leaves both families and their loved ones suffering in silence.

Sambandh has successfully completed three years, with the support of MPS Limited in the villages under community mental health programme. With the vision to provide, support to people, living with serious mental illness and their families. The programme also develops community support structures with their community

Sambandh Health Foundation is a charitable trust dedicated to understanding mental illness and addressing mental health issues in India. The objectives encompass building the capacity of people living with mental illness and their families to lead fuller lives, raising awareness about mental health and mental illness while advocating for improved treatment and community supports.

Sambandh Health Foundation is successfully running a community mental health programs in Gurgaon for the last five years. The program draws upon the recovery research, strengths based practices, and the principles of community development. The programs and activities facilitate the capacity of to gain life skills, make social connections, and rebuild bonds with their natural communities. This is accomplished by building social skills, confidence, facilitating social inclusion and the independence to choose desired life paths. Sambandh initially initiated such activities from a Community Integrated Center (CIC) from a government polyclinic in Gurgaon. CIC is a day support center designed to help people suffering from mental illness to recover and get back to normal society. CIC is being run successfully for past several years. Sambandh current project areas are:

• Gurgaon Gaon

• Gandhi Nagar (including Shivji Park, Sakti Park and Om Nagar)

• Basai (including Basai Enclave, Bhawani Enclave)

• Jharsa.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 26.02 lakhs towards this Project.

D. Imparting Higher Values of Life through Vedanta Cultural Foundation:

Education is the penance to all evils. Including Higher Values of life in today's education system has become a necessity. Today's youth, if educated with Values of life, will help build a better nation tomorrow. With this objective, the Company, during the previous year, undertook the project of "Imparting Higher Values of Life" in youths through educational programs and lectures in association with Vedanta Cultural Foundation (VCF), a public charitable trust registered  under the provisions of the Bombay Public Trust Act, 1950, established in 1976 by renowned philosopher Mr. A. Parthasarathy and continued its support during the financial year 2018-19 too. VCF runs Vedanta Academy in Malavli, near Pune, Maharashtra, India, which is a unique educational institution designed to build the intellect and instill higher values of life. It harnesses the different aspects of the student's personality for self-development through education, yoga, sports, research and welfare activities.

VCF conducts various educational programs (on tuition-free basis) in its Vedanta Academy such three-year full-time residential courses, youth camps for students as well as corporate seminars and retreats for professionals and business persons. The Academy disseminates knowledge through a scientific programme of study and reflection. It encourages a spirit of enquiry based on liberal approach that enables the development of the intellect and not merely providing intelligence on a subject.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 20 lakhs towards this Project.

E. Care Centers for Physically Challenged Children

During the financial year 2018-19, the Company continued to provide financial assistance to establish homes for mentally retarded and physically handicapped children, providing opportunities for rehabilitation and use of their limited talents and youth in their respective fields through a registered charitable trust "Prem Charitable Trust".

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 12 lakhs towards this Project.

F. Empower the poor and the marginalized SAPNA

During the financial year 2018-19 Company

associated in the new Project "Empowering the poor and marginalized" through NGO Sapna, a registered charitable trust, engaged, inter-alia, to work towards the creation of a just and equitable society, empowering of the poor and marginalized communities, to create public awareness and participation in the social and economic up-liftment of society and to work in the area of health and medical aid, sanitation, education, self-employment, social welfare & community development.

The project supported by the Company will give a short stay to sick and destitute, a project of NGO Sapna Anandam (A home for Sick and Destitute).

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 5.66 lakhs towards this Project.

G. Imparting High Values of Life through Vedanta Institute Delhi

During the financial year 2018-19 Company associated with the new Project with Vedanta Institute Delhi, a Public Charitable Trust registered in Delhi, to promote, advance, diffuse, and propagate education, knowledge and research in philosophy, culture, heritage, Vedanta allied subjects in India and Abroad and to make available financial aid or other assistance in any manner in India and abroad for the knowledge, study, education, and research of philosophy, culture, heritage, Vedanta and allied subjects.

The Company's contribution to this Project is in accordance with the requirements of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and Schedule VII to Act. During the financial year 2018-19, the Company contributed an amount of Rs 5.00 lakhs towards this Project

Details of the amount spent on CSR activities are detailed below:

SI. No	CSR project or activity identified	Sector in which the Project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Subheads: 1. Direct expenditure on projects or programs 2. Overheads	Cumulative expenditure upto to the reporting period	Amount spent: Direct or through implementing agency
1	Imparting quality primary education to young girls between 6 to 14 years of age, from marginalized communities titled as MPS Limited Girls Education Project	Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.	Project is being carried on in local as well as other areas. Project is being carried on in rural areas in various districts of Uttarakhand, Himachal Pradesh, Haryana & Rajasthan	Rs1 Lakh/-per Learning Center per annum.	Direct Expense: Rs 103.68 lakhs Overheads: Nil	Rs 103.68 lakhs	Through implementing agency: IIMPACT
2	Imparting High Values of Life in youths through educational programs and lectures	Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.	Project is being carried on in local as well as other areas. Project is being carried on in Maharashtra and other various locations in India.	Rs 20 lakhs	Direct Expense: Rs 20 lakhs Overheads: Nil	Rs 20 lakhs	Through implementing agency: Vedanta Cultural Foundation
3	Imparting free 'Computer Education' to underprivileged students	Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.	Project is being carried on in local as well as other areas. Project is being carried on in Gurgaon, Haryana, Rajasthan, UP and Punjab.	Rs 24 lakhs	Direct Expense: Rs 24 Lakhs Overheads: Nil	Rs 24 lakhs	Through implementing agency: Computer Shiksha
4	Addressing "Mental Health Care"	Promoting preventive health care.	Project is being carried on in local area. Project is being carried on in the villages of Gurgaon district	Rs 26.60 lakhs	Direct Expense: Rs 26.02 Overheads: Nil	Rs 26.02 lakhs	Through implementing agency: Sambandh Health Foundation

 

SI. No	CSR project or activity identified	Sector in which the Project is covered	Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs were undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs Subheads: 1. Direct expenditure on projects or programs 2. Overheads	Cumulative expenditure upto to the reporting period	Amount spent: Direct or through implementing agency
5	"Supporting Care Centers for Physically Challenged Children"	Promoting preventive health care.	Project is being carried on in local area. Project is being carried on in Chennai	Rs 12 Lakhs	Direct Expense: Rs 12 Lakhs Overheads: Nil	Rs 12 Lakhs	Through implementing agency: Prem Charitable Trust
6	Imparting High Values of Life in youths through educational programs and lectures	Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.	Project is being carried on in local as well as other areas.	Rs 5 Lakhs	Direct Expense: Rs 5 Lakhs Overheads: Nil	Rs 5 Lakhs	Through implementing agency: Vedanta Institute Delhi
7	Empower the poor and the marginalized	Â	Â	Rs 5.66 Lakhs	Direct Expense:	Rs 5.66 Lakhs	Through implementing agency: NGO Sapna
Â	TOTAL	-	-	-	Â	196.36 Lakhs	-

Responsibility Statement:

The implementation and monitoring of CSR Policy of the Company is in compliance with CSR objectives and Policy of the Company.

For MPS Limited

Â

Nishith Arora

(Chairman - CSR Committee)

Date: May 17, 2019

Place: Gurugram

Rahul Arora

Managing Director

 

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT:

Disclosure of Particulars with Respect to Technology Absorption, Research& Development:

1.	Specific areas in which R & D was carried out by the Company	• A new product branded as 'MPS Review' launched for Manuscript Submission and Review. This addresses long pending market demand and makes our solution comprehensive.
		• Advanced analytics and reporting dashboards
		• Rights and Permission Management System
		• Content Profiling to check the complexity of content
		• HTML5/CSS based auto composition
		• Further automation in the composition engine and quality checking tools
		• PDF automation tools
		• Optimization of production process and workflow
		• Custom Development and QA projects for customers
		• Technology migration
		• Digital Asset Management integrated with MPSTrak
		• Enhancements done on ScholarStor
		• Custom Development and QA projects for customers:
		- Advanced editing and XML generation tools
		- Advanced graphics automation tools
		- Advanced server based auto composition systems
		- Implementation of workflows / processes with more automation
		- Cloud based systems including remote workspace
2.	Benefits derived from the above	• Improved competitive positioning
		• Improved business continuity at optimized cost
		• Improved communication standards and cost efficiency
		• Improvement in quality and consistency of service deliveries
		• Improved productivity with lean workflow
3.	Future plan of action	• Enhancing DigiCore platform as per project roadmap
		• Further enhancing security of cloud architecture and platforms
		• HTML5-based composition system with automated quality tools
		• Further leverage of HTML5 for providing enhanced experience and powering
		interactive products
		• Migration of more systems to cloud with increased scalability and availability
		• Centralization of key processes for cost efficiency
		• Improved process automation resulting in increased productivity
4.	Expenditure on R & D result	Expenses on R&D towards development and enhancement of platforms like
		DigiCore (Digital Publishing Platform), Ms Submission and Peer Review and
		Rights & Permissions Management System.

Technology Absorption, Adaptation and Innovation

1.	Efforts in brief made towards technology absorption, adaptation, and innovation.	• Implementing projects using latest technologies like Machine Learning, Artificial Intelligence and Natural Language Processing for achieving higher automation and reducing touch time
		• Development and implementation of innovative cloud-based systems for end-to-end publishing services
		• Adoption of PCI-DSS standards of security
		• Implementation of ITIL process frame work and IS 27001
		• Implementation of deep security processes for key applications
2.	Benefits derived from the above	• Increased value addition to customers leading to higher satisfaction
		• Tangible benefits to clients in terms of reducing time to publish and increasing productivity
		• More secured and scalable products
		• Improved customer interests and associated service/technology requests from various customers
		• Standardization of measurement techniques and information flows
		• Ability to produce and deliver larger value at existing resource level
3.	Imported Technology	No technologies were imported

 

Â	For and on behalf of the Board of Directors
Â	Â
Gurugram	Nishith Arora
May 17, 2019	Chairman

 

---

Mar 31, 2018

The Board of Directors hereby submits their Forty-Eighth Annual Report on the business and operations of your Company along with Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The summary of the financial performance of the Company during the financial year 2017-18 is as under: Rs,in lacs)

	Standalone		Consolidated
Particulars	For the year ended 31.03.2018	For the year ended 31.03.2017	For the year ended 31.03.2018	For the year ended 31.03.2017
Gross Income	24,343.33	24,161.73	29,001.23	30,811.96
Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)	10,822.98	10,540.42	11,003.22	11,272.24
Finance Charges	12.66	17.46	12.66	17.46
Provision for Depreciation	753.72	459.69	804.53	588.45
Profit Before Tax (Excluding Exceptional Item)	10,056.60	10,063.27	10,186.03	10,666.33
Exceptional Cost	-	-	-	411.40
Provision for Tax	3,235.41	3,149.23	3,165.09	3,213.01
Net Profit After Tax	6,821.19	6,914.04	7,020.94	7,041.92
Other Comprehensive Income	(62.69)	(38.43)	28.04	(268.26)
Total comprehensive income for the year, net of tax	6,758.50	6,875.61	7,048.98	6,773.66
Retained Earnings brought forward from previous year	15,161.25	8,942.22	15,747.08	9,400.17
Retained Earnings available for appropriation	21,982.44	15,856.26	22,768.02	16,442.09
Transfer to General Reserve	-	695.01	-	695.01
Surplus Carried to Balance Sheet	21,982.44	15,161.25	22,768.02	1 5,747.08

OPERATIONAL HIGHLIGHTS Standalone

The revenue from operations on standalone basis for the year ended March 31, 2018 stood at RS,218.34 crores as against RS,223.56 crores for the previous year. The standalone Profit after tax and before other comprehensive income for the year ended March 31, 2018 was RS,68.21 crores and EPS H36.64 per share as against RS,69.14 crores and H37.14 per share respectively for the previous year. No amount has been transferred to General Reserve during the year ended March 31, 2018 as compared to an amount of RS,6.95 crores for the previous year.

Consolidated

The consolidated revenue from operations for the year ended March 31, 2018 stood at RS,267.03 crores as against RS,288.70 crores for the previous year. The consolidated Profit after Tax and before other comprehensive income for the year ended March 31, 2018 was RS,70.21 crores and EPS RS,37.71 per share as against RS,70.42 crores and H37.83 per share respectively for the previous year. Nil amount has been transferred to General Reserve during the year ended March 31, 2018 as compared to an amount of RS,6.95 crores for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") have been followed.

DIVIDEND

Based on the Company''s performance, the Board of Directors have recommended a dividend of H12 per equity share (face value H10 per equity share), amounting to RS,26.93 Crores including dividend distribution tax, for the financial year 2017-2018. The dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and will be paid within statutory period, to the members whose names appear in the Register of Members, as on Tuesday, July 24th 2018.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, an amount of H83,434 was transferred to the Investors Education and Protection Fund established by the Central Government under Section 125 of the Act.

Details regarding unclaimed dividend has been updated on the website of the Company, www.mpslimited.com. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company''s Registrar and Share Transfer Agent (the "RTA") for claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company''s website.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013 is separately disclosed in the Annual Report. Your Company has adopted Indian Accounting Standards for the first time.

The consolidated financial statement up to and for the year ended 31 March 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (previous GAAP), notified under Section 133 of the Act and other relevant provisions of the Act.

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

STATUTORY AUDITORS AND AUDIT REPORT

At the 46th Annual General Meeting ("AGM") held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021.

The Audit Report on the Financial Statements of the Company for the financial year ended March 31, 2018 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation or adverse remark.

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

SHARE CAPITAL

During the year there has been no change in the paid up equity share capital of the Company which stood at H18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

ACQUISITION

Think Subscription: During the year the Company acquired THINK Subscription (Provo, Utah) from Digital River on April 1, 2017. The Company migrated technical operations and support to Noida and integrated Business Development and Marketing with MPS North America LLC and Noida Office. The THINK Subscription platform has been integrated with MPS'' platforms, Scholar Stor and MPS Insight, and the three are now offered as a platform suite - THINK360. The suite architecture is in a modular manner allowing our customers to pick and choose, depending on their legacy systems and current investments.

TATA Interactive Systems: After the close of the financial year the Company and Tata Industries Limited have entered into definitive agreements on April 24, 2018 for the acquisition of E-Learning business of TATA Industries Limited. Over the last 27 years, Tata Interactive Systems (TIS) has established itself as a pioneer in this area. The company''s innovative products and services are driven by excellence in learning and development and process efficiency. Through this acquisition, MPS will acquire:

Tata Interactive Systems India: High end custom digital learning delivery including web-based learning, simulations, serious games, custom apps, and micro learning

Tata Interactive Systems AG: Assessment Engine, Learning Management Platform, and custom digital learning services

- Tata Interactive Systems GmbH: Multiplayer workshop-based simulations platform for management education.

The Company is confident that the transaction will close in the near future on fulfillment of customary closing conditions. This acquisition willprovide the platform to your company to enter into the Enterprise Learning Solutions market and add a global sales and marketing engine.

SCHEME OF AMALGAMATION

Your Company is one layer subsidiary of ADI BPO Services Limited and any acquisition(s) by the Company involving two layers of Indian subsidiaries would not be possible as per the notified Companies (Restriction on number of layers) Rules 2017. Therefore to provide flexibility for the Company to consider acquisition opportunity of an Indian entity having an existing subsidiary at India the Board of Director of the Company, at its meeting held on 22nd January 2018, had approved the Scheme of Amalgamation of ADI BPO Services Limited (post demerger of its infrastructure Management Business Undertaking) with the Company as per Section 230 to 232 read with section 66 of the Companies Act 2013. This scheme has no impact on the financial structure or the public shareholding in the Company.

SUBSIDIARIES

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

The revenue of MPS North America for the year ended March 31, 2018 was RS,71.27 crores compared to RS,79.69 crores during the previous year. The Profit Before Tax for the year was RS,3.60 crores and Profit after Tax and before other comprehensive income was RS,2.69 crores as compared to the previous year''s Profit Before Tax of RS,1.53 crores and Profit After Tax and before other comprehensive income of RS,0.86 crores respectively.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Restructuring or closure of subsidiaries during the year

MagPlus Inc - MagPlus Inc, step down foreign subsidiary of the company, merged with MPS North America LLC, a wholly owned Subsidiary Company of the Company, with effect from August 10, 2017.

Mag AB - Mag AB, wholly owned foreign subsidiary of the Company was dissolved with effect from December

21, 2017 by transfer of Software and Intellectual Properties registered in its name to MPS Limited.

BOARD MEETINGS

The Board met four (4) times during the financial year 2017-18, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

AUDIT COMMITTEE

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Act and the Listing Regulations. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations, the Board of Directors carried out an annual performance evaluation of individual Directors including the Chairman, the Board as a whole and its Committees based on the criteria set out by the Nomination and Remuneration Committee. The performance of the

Board was evaluated after seeking inputs from individual Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, quality of relationship between the Board and the management, etc.

The Board reviewed the performance of the individual Directors on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Board evaluated the performance of the Committees after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non Executive Directors. This was discussed in the Board meeting, at which the performance of the Board, its Committees and individual Directors were also discussed. The entire Board, excluding the Independent Director being evaluated, completed the performance evaluation of Independent Directors.

DIRECTORS, KEY MANAGERIAL PERSONNEL, AND EMPLOYEES Director Retiring by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Yamini Arora, retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Accordingly, a resolution is included in the Notice of the forthcoming 48th Annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company.

Changes in the Board and Key Managerial Personnel

Board

Mr. Nishith Arora was appointed as Non - Executive Director of the Company w.e.f. May 15 2017

Mr. Ashish Dalal resigned as Independent Director of the Company with effect from March 9, 2018. The Board appointed Mr. Ambarish Raghuvanshi as an Independent Director to hold office with effect from May 01, 2018 and up to April 30, 2023, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

A brief resume, details of expertise and other Directorships/Committee memberships held by the above Directors, form part of the Notice convening the 48th AGM of the Company.

Independent Directors have declared to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 17 of the Listing Regulations.

Key Managerial Personnel

Mr. Hitesh Jain, Company Secretary resigned from the Company with effect from September 12, 2017. The Board of Directors, on recommendation of the Nomination and Remuneration Committee, at its meeting held on October 23, 2017 appointed Mr. Sunit Malhotra as the Company Secretary of the Company with effect from October 23, 2017. Mr. Malhotra has been working as Chief Financial officer of the Company since November 2012.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2017-18. The Secretarial Audit Report, for the financial year 2017-18 prepared by them, is annexed to this Report as Annexure A.

The SecretarialAuditors have not expressed any qualification or reservation in their report and their report is self-explanatory.

Secretarial Auditors had also not reported any matter under Section 143 (12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act and hence no amount of principal and interest thereof was outstanding.

LOANS, GUARANTEES, AND INVESTMENT

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made there under.

During the financial year under review, your Company has neither obtained any secured term loan nor provided any secured/unsecured loan to other bodies corporate or guarantees/securities with respect to any such loan.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

Your Company had raised a sum of H 150 crores through "Qualified Institutional Placement" (the "QIP") during the financial year 2014-15. The net proceeds of the issue (net of issue expenses) are primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law.

Details of the funds utilized and remaining unutilized as on March 31, 2018 is as follows :-

(Figures in Lakhs)

QIP Fund (net of expenses)	14,780
Acquisition of Mag companies (net of working	(2,328)
capital adjustments)
Acquisition of Think Subscription business	(428)
Expenses incurred on acquisition opportunity	(28)
QIP Fund pending unutilization	11,996

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed criteria for appointment, performance evaluation and for determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Board has also adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel/Senior Management and other employees, which is annexed as Annexure B to this Report.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 and loss of the Company for that period;

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

d. The Directors have prepared these Annual Accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROLS

The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financialreporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

RISK MANAGEMENT

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risks and their mitigation is a continuing process. Based on the diversified scale of business operations, your Company has formulated a Risk Management Policy to assist the Board in:

- overseeing and approving the Company''s enterprise wide risk management framework; and

- overseeing that all the risks that the organization faces, such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputational, and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company''s management systems, organizational structure, processes, standards, code of conduct, and behavior together form a system that governs how the Company conducts its business and manage the associated risks.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2017-18, were on arm''s length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made there under, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. The Company has not, during the year, entered into any related party transaction that may have a potential conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions, as specified in Section 188(1) of the Act, with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of related party transactions of the Company are disclosed in financials statements of the Company.

Your Company has formulated a Policy on Related Party Transaction disseminated on the Company''s website www.mpslimited.com.

VIGIL MECHANISM

The Company has adopted a "Whistle Blower Policy" (the "Policy"), through which employees are provided a platform to raise concerns, in line with MPS'' commitments to the highest possible standards of ethical, moral, and legal business conduct and its commitment to open communications. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct

Policy has been communicated to all the Directors and employees of the Company through intranet site of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees have been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure D.

CORPORATE SOCIAL RESPONSIBILITY

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

Your Company has during the year, evolved various CSR initiatives which includes imparting primary high-quality education to out-of-school under privileged girls, imparting computer education to underprivileged children, providing tailored made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care-center for mentally retarded and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the Act, and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the details of the CSR Projects undertaken by the Company during the year are detailed in Annexure E.

CORPORATE GOVERNANCE

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

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

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

A. Conservation of Energy

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

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was H218.18 crores as against H223.36 crores for the previous year ended March 31, 2017. Foreign exchange outgo was H17.04 crores as against H12.56 crores for the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2018 was H201.14 crores.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Except the events disclosed elsewhere in the Annual Report, no significant change or development, that could affect the Company''s financial position, has occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

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

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 to 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

Gurugram Nishith Arora

May 23, 2018 Chairman

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Mar 31, 2017

Dear Members,

The Board of Directors hereby submits their Forty - Seventh Annual Report on the business and operations of your Company along with Audited Financial Statements for the financial year ended March 31, 2017.

Financial Highlights

The summary of the financial performance of the Company during the financial year 2016 - 17 is summarized as under:

(Rs.in lacs)

	Standalone		Consolidated
Particulars	For the year ended	For the year ended	For the year ended	For the year ended
	31.03.2017	31.03.2016	31.03.2017	31.03.2016
Gross Income	24,239.53	24,236.54	30,889.76	27,557.33
Profit Before Interest, Depreciation and Tax (Excluding Exceptional Income)	10,595.56	10,784.59	1 1,328.37	10,938.03
Finance Charges	17.46	11.40	17.46	11.40
Provision for Depreciation	459.69	385.63	667.90	412.16
Profit Before Tax (Excluding Exceptional Item)	10,118.41	10,387.56	10,643.01	10,514.47
Exceptional Cost	-	-	411.40	-
Provision for Tax	3,168.32	3,335.05	3,235.68	3,390.82
Net Profit After Tax	6,950.09	7,052.51	6,995.93	7,123.65
Balance of Profit Brought Forward	8,870.41	7,452.66	9,079.57	7,590.68
Balance Available for Appropriation	15,820.50	9,575.66	16,075.50	9,784.81
Transfer to General Reserve	695.01	705.25	695.01	705.25
Surplus carried to Balance Sheet	15,125.49	8,870.41	15,380.49	9,079.57

Operational Highlights

Standalone

The revenue from operations on standalone basis for the year ended March 31, 2017 stood at RS.223.56 crores as against RS.224.04 crores for the previous year. Standalone operational expenses for the year were RS.136.44 crores as compared to RS.134.52 crores for the previous year. The standalone Profit After Tax for the year ended March 31, 2017 was RS.69.50 crores and EPS RS.37.33 per share as against RS.70.53 crores and RS.37.88 per share respectively for the previous year. An amount of RS.6.95 crores has been transferred to General Reserve during the year ended March 31, 2017 as compared to an amount of RS.7.05 crores for the previous year.

Consolidated

The consolidated revenue from operations for the year ended March 31, 2017 increased to RS.288.70 crores as against RS.257.21 crores for the previous year. Consolidated operational expenses for the year were RS.195.61 crores as compared to RS.166.19 crores for the previous year. The consolidated Profit After Tax for the year ended March 31, 2017 was RS.69.96 crores and EPS RS.37.58 per share as against RS.71.24 crores and RS.38.26 per share respectively for the previous year. An amount of RS.6.95 crores has been transferred to General Reserve during the year ended March 31, 2017 as compared to an amount of RS.7.05 crores for the previous year.

In the preparation of Financial Statements the provisions of the Companies Act, 2013 (the “Act”), read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) have been followed.

Dividend

In order to conserve the resources for the inorganic growth and business expansion, the Board of Directors of the Company did not declare any dividend during the year.

Transfer to the Investor Education and Protection Fund

During the year under review, no amount became due for transfer to the Investor Education and Protection Fund established by the Central Government under Section 125 of the Act.

Details regarding unclaimed dividend has been updated on the website of the Company, www.adi-mps.com. The shareholders, who have not yet claimed any of their previous dividends, are requested to contact the Company’s Registrar and Share Transfer Agent (the “RTA”) for timely claiming the same. The contact details of the RTA are provided in the Annual Report as well as on the Company’s website.

Consolidated Financial Statement

Consolidated Financial Statements prepared in accordance with Accounting Standard 21 is separately disclosed in the Annual Report. As per the requirements of Section 129 of the Act read with Rule 5 of the Companies (Account) Rules, 2014, a statement containing salient features of the financial statements of subsidiaries in Form AOC - 1, is attached to the Consolidated Financial Statement.

Statutory Auditor and Audit Report

At the 46th Annual General Meeting (“AGM”) held on July 19, 2016, M/s. BSR & Co. LLP, Chartered Accountants, (firm registration no. 101248W/W-100022) had been appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of the 51st AGM of the Company to be held in the calendar year 2021. In terms of the first proviso to Section 139 of the Act, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. BSR & Co. LLP, as Statutory Auditors of the Company, is placed for ratification by the shareholdes. The Company has received written consent and confirmation from M/s BSR & Co. LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Act and rules framed thereunder and they satisfy the criteria provided under the Act for being appointed as the Statutory Auditors of the Company.

The Audit Report on the Financials Statements of the Company for the financial year ended March 31, 2017 read with relevant Notes thereon are self - explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation, or adverse remark.

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

Share Capital

During the year there has been no change in the paid up equity share capital of the Company which stood at RS.18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

Acquisitions

Mag : During the year the Company acquired Mag , a leading digital platform for creating and distributing content apps, through a Share Purchase Agreement dated July 01, 2016. Mag is a complete ecosystem for creating and distributing content to apps on the 1 billion mobile devices in the world. Mag apps are content hubs that engage users and keep them coming back. It gives users tools for creating and delivering designed touchscreen - native documents and issues, news items, real - time notifications, in - app messaging and web content. Mag pioneered touchscreen publishing on the first iPad and remains the fastest and simplest publishing platform for creating content optimized for mobile devices, without the need for programming skills. Mag acquisition enhanced MPS’ platform capabilities and expanded its reach into newer publishing markets including enterprises and magazine publishers.

Think Subscription: The Company signed an Assets Purchase Agreement dated February 03, 2017 for acquisition of THINK Subscription Business (“THINK”) based in Provo, Utah, USA. This acquisition was subject to customary closing conditions which were completed on April 1, 2017. THINK is a provider of subscription management and fulfillment software to content publishers, online service providers, media vendors and other subscription based businesses. Acquisition of THINK will enhance Company’s platform capabilities to include subscription management and fulfillment solutions.

Subsidiaries

MPS North America, LLC (“MPS North America”), wholly owned subsidiary of your Company, is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers. The operations of past three USA - based acquisitions (Element, EPS, and TSI) completed through MPS North America, have now been completely integrated into the overall operations of MPS North America.

The revenue of MPS North America for the year ended March 31, 2017 was RS.79.69 crores as compared to RS.37.41 crores during the previous year. The Profit Before Tax for the year was RS.1.48 crores and Profit After Tax was RS.0.80 crores as compared to the previous year’s Profit Before Tax of RS.1.27 crores and Profit After Tax of RS.0.71 crores respectively.

During the financial year 2016 - 17, your Company acquired 100% securities of Mag AB, a Sweden based company, which became its direct wholly owned subsidiary. MPS North America acquired 100% securities of MagPlus Inc., a USA based company, which became a step down subsidiary of your Company.

The revenue of Mag AB for the period from July 01, 2016 to March 31, 2017 was RS.9.56 crores. The loss for the period was RS.0.26 crores. To strengthen the product and market focus which will be driven from India & USA and in order to rationalize these operations, Mag AB, Sweden, has opted for voluntary dissolution. The Company Registrar at Sweden, on Mag AB application, appointed a liquidator. The liquidation process is expected to be completed in the next financial year.

Board Meetings

The Board met four (4) times during the financial year 2016-17, to transact the business of the Company. Details of the Board meetings, including the attendance of Directors at these meetings are covered in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days.

Audit Committee

Audit Committee of your Company is constituted in accordance with the provisions of Section 177 of the Act and the Listing Regulations. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations, the Board of Directors carried out an annual performance evaluation of individual Directors, the Board as a whole and its Committees based on the criteria set out by the Nomination and Remuneration Committee. The performance of the Board was evaluated after seeking inputs from individual Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, quality of relationship between the Board and the management, etc.

The Board reviewed the performance of the individual Directors on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, quality of relationship of the Committee and the management, etc.

In a separate meeting of Independent Directors, performance of Non - Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non - Executive Directors. Same was discussed in the Board meeting, at which the performance of the Board, its Committees and individual Directors were also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Directors, Key Managerial Personnel, and Employees

There has been no change in the Board of Directors during the year under review.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul Arora, retires by rotation at the ensuing AGM and being eligible, offers himself for re - appointment.

Further, post closure of the financial year 2016 - 17, Mr. Nishith Arora resigned as Whole Time Director of the Company and has been appointed as an Additional Director (Non - Executive) of the Company, both effective from May 15, 2017. As an Additional Director, Mr. Nishith Arora would hold office upto the date of 47th AGM. The Company has received a notice from a Member alongwith deposit of requisite amount under Section 160 of the Act, notifying the directorship of Mr. Nishith Arora at 47th AGM. Your Directors recommend the appointment of Mr. Nishith Arora at the 47th AGM as a Non - Executive Director, liable to retire by rotation. Mr. Nishith Arora has been elected as a Chairman (Non - Executive) of the Board, effective May 15, 2017.

A brief resume, details of expertise and other Directorships/ Committee memberships held by the above Directors, form part of the Notice convening the 47th AGM of the Company.

Independent Directors have declared to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 17 of the Listing Regulations.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s R Sridharan and Associates, Practicing Company Secretaries, carried out the Secretarial Audit of the Company during the financial year 2016 - 17. The Secretarial Audit Report, for the financial year 2016 - 17 prepared by them, is annexed to this Report as Annexure A.

The Secretarial Auditors have not expressed any qualification or reservation in their report and their report is self -explanatory.

Secretarial Auditors had also not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Deposits

During the year under review, your Company has not accepted any deposits under Chapter V of the Act and hence no amount of principal and interest thereof was outstanding.

Loans, Guarantees, and Investment

Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided in the Financial Statements. All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder.

During the financial year under review, your Company has neither obtained any secured term loan nor provided any secured / unsecured loan to other bodies corporate or guarantees / securities with respect to any such loan.

Utilization of the Proceeds from Qualified Institutional Placement

Your Company had raised a sum of RS.150 crores through “Qualified Institutional Placement” (the “QIP”) during the financial year 2014 - 15. The net proceeds of the issue (net of issue expenses) are primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives, for general corporate purposes and any other purposes as may be permissible under applicable law.

During the year, an amount of RS.27.56 crores was utilized by the Company for the acquisitions of Mag and THINK. The remaining net proceeds of RS.120.24 crores from QIP remain invested in interest / dividend bearing liquid instruments, and will be utilized as per the objects of the QIP as and when a suitable opportunity of acquisition materializes.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed criteria for appointment, performance evaluation and determining remuneration of Directors, Key Managerial and Senior Management Personnel. The Board has also adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel / Senior Management and other employees, which is annexed as Annexure B to this Report.

Particulars of Directors and Employees

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure C to this Report.

Director’s Responsibility Statement

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

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 and loss of the Company for that period;

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

d. The Directors have prepared these Annual Accounts (Standalone) on a going concern basis;

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

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

Internal Financial Control

The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. Based on the framework of internal financial controls and compliance systems, established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016 - 17.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Identification of the business risk and their mitigation is a continuing process. Based on the diversified scale of business operations, your Company has formulated a Risk Management Policy to assist the Board in:

- overseeing and approving the Company’s enterprise wide risk management framework; and

- overseeing that all the risks that the organization faces, such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputational, and other risks, have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company’s management systems, organizational structure, processes, standards, code of conduct, and behavior together form a system that governs how the Company conducts its business and manages the associated risks.

Related Party Transactions

All related party transactions that were entered into during the financial year 2016 - 17, were on arm’s length basis and in the ordinary course of business. The Audit Committee reviews all the related party transactions and approves wherever such approval is required as per the provisions of Section 188 of the Act, rules made thereunder, Regulation 23 of the Listing Regulations, and applicable Accounting Standards. The Company has not, during the year, entered into any related party transaction that may have a potential conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions, as specified in Section 188(1) of the Act, with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC - 2 is not applicable. The details of related party transactions of the Company are disclosed in the Financials Statements of the Company.

Your Company has formulated a Policy on Related Party Transactions which is disseminated on the Company’s website www.adi-mps.com.

Vigil Mechanism

The Company has adopted a “Whistle Blower Policy” (the “Policy”), through which employees are provided a platform to raise concerns, in line with MPS’ commitments to the highest possible standards of ethical, moral, and legal business conduct and its commitment to open communications. Directors and employees can report to the Chairman of the Audit Committee and Company Secretary or Ombudsman, on a confidential basis, any practices or actions believed to be inappropriate or illegal. It is affirmed that no person has been denied access to the Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct.

Policy has been communicated to all the Directors and employees of the Company through intranet site of the Company.

Prevention of Sexual Harassment at Workplace

Your Company has a Policy for prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaint Committees has been constituted at all the locations of the Company in India to redress the complaints, if any, received. The details of the complainant are kept confidential. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Annual Return

As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure D.

Corporate Social Responsibility

MPS has been an early adopter of Corporate Social Responsibility (the “CSR”) initiatives. In terms of the provisions of Section 135 of the Act your Company has constituted a CSR Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The Company has also formulated a CSR Policy which is available on the website of the Company viz. www.adi-mps.com.

Your Company has evolved various CSR initiatives which includes imparting primary high - quality education to out- of - school under privileged girls, imparting computer education to underprivileged children, providing tailored made education to students with learning disabilities, building intellect and instill higher values of life in youths through education, building strengths of a person affected with mental illness and providing support to home/ care -center for mentally retarded and physically handicapped children. Your Company has also devised proper system to monitor the CSR activities as per its CSR Policy.

In terms of the provisions of Section 135 of the Act, and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the details of the CSR Projects undertaken by the Company during the year are provided in Annexure E.

Corporate Governance

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

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

Management’s Discussion and Analysis Report

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

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Out - Go

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

A. Conservation of Energy

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

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was RS.223.36 crores as against RS.223.87 crores for the previous year ended March 31, 2016. Foreign exchange outgo was RS.12.56 crores as against RS.14.82 crores for the previous year. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2017 was RS.210.80 crores. The details of foreign exchange earnings and outgo are provided in the Notes forming part of the Financial Statements of the Company for the year ended March 31, 2017.

Significant Developments After the Close of the Financial Year

Except the events disclosed elsewhere in the Annual Report, no significant change or development, that could affect the Company’s financial position, has occurred between the end of the financial year and the date of this Report.

Significant and Material Orders Passed by any Regulators or Court

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

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 to 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

Gurugram Nishith Arora

May 10, 2017 Chairman

---

Mar 31, 2016

The financial performance of the Company for the financial year 2015-16 is summarized as under:

(Rs. in lacs)

Particulars For the year ended 31.03.2016 For the year ended 31.03.2015

Gross Income 24,237.65 21,379.90

Profit Before Interest Depreciation and Tax 10,784.59 8,649.58 (Excluding Exceptional Income)

Finance Charges 11.40 29.23

Provision for Depreciation 385.63 517.07

Profit Before Tax (Excluding Exceptional Income) 10,387.56 8,103.28

Exceptional Income - 772.05

Provision for Tax 3,335.05 3,005.21

Net Profit After Tax 7,052.51 5,870.12

Balance of Profit Brought Forward 7,452.66 6,549.98

Balance Available for Appropriation 9,575.66 8,039.67

Transfer to General Reserve 705.25 587.01

Surplus carried to Balance Sheet 8,870.41 7,452.66

OPERATIONAL PERFORMANCE

MPS delivered another year of steady growth. Revenue from operations for the year ended March 31, 2016 increased to H224.04 crores as against H203.17 crores for the previous year. The Profit After Tax for the year ended March 31, 2016 was H70.53 crores and EPS H37.88 per share as against H58.70 crores and H34.76 per share respectively for the previous year ended March 31, 2015. An amount of H7.05 crores has been transferred to General Reserve during the year ended March 31, 2016 as compared to an amount of H5.87 crores for the previous year ended March 31, 2015.

DIVIDEND

During the year under review, the Board of Directors of your Company declared and paid three interim dividends, viz. first interim dividend of H7 per share declared on July 20, 2015, second interim dividend of H7 per share declared on October 26, 2015 and the third interim dividend of H8 per share declared on January 27, 2016. The Board of Director recommends, these three Interim Dividend, aggregated to H22 per share as the final dividend for the financial year 2015-16. Total cash outflow (including dividend distribution tax thereon) was H49.30 crores. The total distribution of profit after tax as dividend for the financial year 2015-16 stands at 69.90%.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount became due for transfer to the Investor Education and Protection Fund established by the Central Government under the provisions of Section 205C of the Companies Act, 1956.

Your Company updates the details of unclaimed dividend on its website, www.adi-mps.com. The shareholders, who have not yet claimed any of their dividends, are requested to contact the Company''s Registrar and Share Transfer Agent ("RTA") for timely claiming the same. Contact details of the RTA are provided in this Annual Report as well as available on the Company''s website.

SHARE CAPITAL

The paid up equity share capital as at March 31, 2016 stood at H18.62 crores. During the year, the Company has neither introduced any Stock Option Scheme, nor issued any shares with differential voting rights.

SUBSIDIARY

MPS North America, LLC (MPS North America) continues to be the subsidiary of your Company. The three US-based acquisitions (Element, EPS, and TSI) completed through MPS North America have been neatly integrated into the overall operations. MPS North America is focused on content creation and development, project management, and media asset development for K12, Higher Education, Academic and STM publishers. The subsidiary is gaining traction in these business areas and also contributing to winning offshore revenue for other business areas including content production, transformation, HTML5 development, and platform services.

The subsidiary continues to be the fastest growing part of the Company''s overall business. The revenue of MPS North America for the year ended March 31, 2016 was H37.41 crores as compared to H25.64 crores during the previous year. The profit before tax for the year was H1.27 crores and profit after tax was H0.71 crores as compared to previous year profit before tax of H4.35 crores and profit after tax of H2.74 crores respectively.

CONSOLIDATED FINANCIAL STATEMENT

As per requirement of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement, the Audited Consolidated Financial Statement for the year ended March 31, 2016 is provided in the Annual Report, which includes the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Pursuant to Section 129 of Companies Act, 2013, (the Act)read with Rule 5 of the Companies (Account) Rules, 2014, a statement containing salient features of the financial statements of subsidiary in Form AOC -1 is attached to Consolidated Financial Statement forming part of this Annual Report.

BOARD MEETINGS

During the financial year 2015-16, four (4) meetings of the Board of Directors were held to transact the business of the Company. The time gap between the two consecutive Board Meetings did not exceed 120 days. The details of the Board meetings, including the attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Chapter V of the Act and hence no amount of principal and interest thereof was outstanding.

LOANS, GUARANTEES AND INVESTMENT

All the investments made by the Company were in accordance with the provisions of Section 186 of the Act and the rules made thereunder. The Board of Directors of the Company has duly constituted an Investment Committee that after proper evaluation and assessment of all the proposed investment proposals as per specified parameters, provides its recommendation to the Board. The details of all current and non-current investments of the Company are duly disclosed in the Notes to Standalone Financial Statements.

During the financial year under review, your Company has not provided any secured / unsecured loan to other Body Corporate or guarantees / securities in respect of any such loan. Your Company has not obtained any secured term loan during the year.

UTILIZATION OF THE PROCEEDS FROM QUALIFIED INSTITUTIONAL PLACEMENT

During the financial year 2014-15, your Company had raised a sum of H150 crores through "Qualified Institutional Placement" (QIP). The net proceeds of the issue (net of issue expenses) are primarily to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law. These funds have been temporarily invested in interest / dividend bearing liquid instruments, including money market instrument and will be utilized as per the objects of the QIP as and when a suitable opportunity of acquisition and strategic growth materializes.

DIRECTORS, KEY MANAGERIAL PERSONNEL, AND EMPLOYEES

During the year under review to ensure the seamless implementation of management''s identified succession plan, Mr. Nishith Arora relinquished the position as Managing Director of the Company w.e.f. May 25, 2015. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Nishith Arora, as Whole Time Director and Executive Chairman of the Company for a period of three (3) years w.e.f. May 25, 2015 which has also been approved by the members of the Company at the 45th Annual General Meeting of the Company. Mr. Nishith Arora is now concentrating on the strategic and inorganic growth of the Company. Mr. Nishith Arora retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Your Board of Directors recommends the appointment of Mr. Nishith Arora, as a Director, liable to retire by rotation at the ensuing 46th Annual General Meeting.

During the year under review, Mr. Rahul Arora was promoted as Chief Executive Officer (CEO) of the Company effective from May 25, 2015. The CEO and his core strategy team are now based in the United States and all customers have welcomed this development. The Company believes that its primary growth in the future will be from the United States. As publishers identify new areas of outsourcing and consolidate existing business with fewer strategic suppliers, MPS is in a differentiated position by providing its customers local access to senior management. Mr. Rahul Arora continues to be the Whole Time Director of the Company. As Mr. Rahul Arora was not a resident of India for a continuous period of 12 months preceding the date of his appointment as a Whole Time Director, the Company had applied to Central Government (Ministry of Corporate Affairs) as per the provisions of Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Act. Company''s application has been approved by the Central Government (Ministry of Corporate Affairs) vide letter dated July 16, 2015.

Ms. Yamini Tandon was appointed as a Whole Time Director of the Company for a period of 5 (five) years with effect from August 11, 2014. As Ms. Tandon was not a resident of India for a continuous period of 12 months preceding the date of her appointment as a Whole Time Director, the Company had applied to the Central Government (Ministry of Corporate Affairs) pursuant to Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Act. Company''s application has been approved by the Central Government (Ministry of Corporate Affairs) vide letter dated June 19, 2015. Ms. Tandon resigned as Whole Time Director of the Company w.e.f. May 8, 2015. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Yamini Tandon, as an Additional Director (Non-Executive) of the Company w.e.f. August 03, 2015. As an Additional Director Ms. Yamini Tandon would hold the office of Director upto the date of this ensuing 46th Annual General Meeting. The Company received a notice in writing from a member along with the deposit of requisite amount in accordance with the provisions of Section 160 of the Act, proposing the candidature of Ms. Yamini Tandon for the office of Director, liable to retire by rotation. The Board of Directors, after considering the expertise and performance of Ms. Yamini Tandon, is ofthe view that her association with the Company as a Director would be of immense help to the Company. Accordingly, your Board of Directors recommends the appointment of Ms. Yamini Tandon as a Non-Executive Director, liable to retire by rotation at the ensuing 46th Annual General Meeting of the Company.

A brief resume of Directors proposed to be appointed at the ensuing Annual General Meeting along with their expertise and directorships in other companies are given in the Notice to the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have declared to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 17 of the Listing Regulations.

NOMINATION AND REMUNERATION POLICY

As per provisions of Section 178(3) of the Act, on the recommendation of the Nomination and Remuneration Committee, your Company has formulated a Nomination and Remuneration Policy. The policy is formulated for:

- setting 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;

- to determine remuneration, based on the Company''s size, financial position, trends and practices on remuneration prevailing in the industry; and

- to carry out evaluation of the performance of Directors, Key Managerial and Senior Management Personnel and to attract, retain, motivate, and promote talent and to ensure long term sustainability of talented Managerial Persons and create competitive advantage.

The Nomination and Remuneration Policy is appended as Annexure A to this Report.

BOARD EVALUATION

As per Section 178 of the Act and the corporate governance requirements as prescribed under Regulation 19 of the Listing Regulations, performance evaluation of the individual Directors, Chairman, Board and Committees thereof is an annual exercise. Based on the criteria set by the Nomination and Remuneration Committee, performance of Independent Directors was carried out by the Board of Directors. Independent Directors in their separate meeting evaluated the performance of non-independent Directors, including the Chairman, Board and Committees thereof. Evaluation results were discussed in the Board Meeting. The Board was satisfied with the evaluation results that reflected the overall engagement of the Directors individually, the Board and its Committees.

PARTICULARS OF DIRECTORS AND EMPLOYEES

Pursuant to Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/information''s related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure B to this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors confirm the following:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 and loss of the Company for that period;

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

d. The Directors have prepared the Annual Accounts on a going concern basis;

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

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

INTERNAL FINANCIAL CONTROL

The Company has a robust system of internal financial control, commensurate with the size and complexity of its business operations. It ensures that all the business transactions are recorded in a fair and transparent manner. The Company has an external and independent firm of Internal Auditors that scrutinizes the financials and other operations of the Company. The Internal Auditors also checks if the applicable laws have been complied with or not. Internal Auditors directly report to the Audit Committee. Based on the findings of Internal Auditors, process owners undertake corrective actions in their respective areas. During the year and at the year-end, such controls were tested for adequacy and operating effectiveness and no reportable material weakness or significant deficiency was observed in the design or operations.

RISK MANAGEMENT

During the year, your Company has formulated a Risk Management Policy to assist the Board in:

- Overseeing and approving the Company''s enterprise wide risk management framework; and

- Overseeing that all the risks that the organization faces such as strategic, financial, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company''s management systems, organizational structure, processes, standards, code of conduct, and behaviors together form a System that governs how the Company conducts its business and manage the associated risks.

Your Company carries out a periodical exercise to identify various risks involved in the business and operations of the Company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the Company defines the risk management approach at all levels across the organization including determining the degree of risks and suitable steps to be taken to avoid the probable harm.

RELATED PARTY TRANSACTIONS

Your Company has formulated a Policy on Related Party Transaction (available on the Company''s website www.adi-mps.com) as recommended by the Audit Committee to the Board, which defines materiality of related party transactions and sets the procedure for dealing with related party transactions based on the Companies Act, 2013, Regulation 23 of the Listing Regulations, applicable Accounting Standards and other applicable laws and regulations.

All new contracts and arrangements that were entered into during the financial year 2015-16 with related parties were on arm''s length basis and in the ordinary course of business. The Audit Committee has approved all such contracts and arrangements. The Company has not, during the year, entered into any related party transaction that may have a potential conflict with that of the Company at large. During the year, the Company has not entered into any material related party transactions as specified in Section 188(1) of the Act with any of its related parties. Accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The details of related party transactions of the Company are disclosed in Financial Statement of the Company.

AUDIT COMMITTEE

Composition of the Audit Committee of the Company is in accordance with Section 177 of the Act and the Listing Regulations, consisting of majority of Independent Directors. Composition, role, terms of reference, and details of meetings of the Audit Committee are provided in the Corporate Governance Report annexed to this report. The Board has accepted all the recommendations made by the Audit Committee.

VIGIL MECHANISM

The Company has adopted a "Whistle Blower Policy" (Policy) that has been communicated to all the Directors and employees of the Company through intranet site of the Company. MPS is committed to have highest possible transparency in its operations. The objective of the Company''s Whistle Blower Policy is to allow employees an avenue to raise concerns, in line with MPS'' commitments to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communications. Employees can, on a confidential basis, report such matters to ombudsman which may lead to incorrect financial reporting, or of serious nature, unlawful, not in line with the Code of Conduct of the Company or amounts to improper conduct. Employees also have access to the Chairman of Audit Committee. The Policy provides complete confidentiality and safeguard of the employees who raises the whistle against such improper conduct.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACES

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has set up an Internal Complaint Committee to redress the complaints, if any, received. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and thus, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9, is attached to this Report as Annexure C.

AUDITORS AND AUDIT REPORTS

Statutory Auditors

M/s. Deloitte Haskins & Sells, (Deloitte) Chartered Accountants, are the Statutory Auditors of the Company since more than 10 years. They would hold the office of Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting. In terms of requirements of Section 139 of the Act read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, relating to the rotation of the Statutory Auditors, your Company proposed to appoint M/s BSR & Co. LLP (firm registration no.101248W/W-100022) as the Statutory Auditors of your Company for a term of 5 years commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the 51st Annual General Meeting of the Company to be held in the calendar year 2021. The Company has received written consent and confirmation from M/s BSR & Co. LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Act, and rules framed thereunder and that they satisfy the criteria provided thereunder for the appointment as Statutory Auditors of the Company.

The Audit Report of Deloitte, the Statutory Auditors, on the Financials Statements of the Company for the financial year ended March 31, 2016 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation, or adverse remark.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Board, during the year, appointed M/s R Sridharan and Associates, Practicing Company Secretaries, as Secretarial Auditors of your Company for the financial year 2015-16. The Secretarial Audit Report, for the financial year 2015-16 prepared by them is annexed to this Report as Annexure D.

The Secretarial Auditors have not expressed any qualification or reservation in their report and the report is self-explanatory.

During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

CORPORATE SOCIAL RESPONSIBILITY

Your Company''s overarching aspiration to create significant and sustainable societal value, inspired by a vision to sub-serve a larger national purpose and abide by the strong value of trusteeship, is manifested in its CSR initiatives that embrace the most disadvantaged sections of society, especially in rural India. The CSR initiatives undertaken by the Company includes imparting primary high- quality education to out-of-school under privileged girls, imparting computer educations to underprivileged children and building intellect and instill higher values of life through education.

In terms ofthe provisions of Section 135 ofthe Act, and the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the details of the CSR Projects undertaken by the Company during the year are detailed in Annexure E. Your Company has devised proper system to monitor the CSR activities as per its CSR Policy.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT-GO

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

A. Conservation of Energy:

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

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earned through exports was H223.87 crores as against H202.97 crores for the previous year ended March 31, 2015. Foreign exchange outgo was H14.82 crores as against the previous year of H12 crores. Thus, the net foreign exchange earned by the Company during the year ended March 31, 2016 was H209.05 crores. The details of foreign exchange earnings and outgo are given in the Notes forming part of the Audited Accounts for the year ended March 31, 2016.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good Corporate Governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices that lays strong emphasis on integrity, transparency and overall accountability.

As stipulated under Regulation 34 of the Listing Regulations, a detailed report on Corporate Governance together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report.

SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR

Except the events disclosed elsewhere in the Annual Report, no significant change or development which could affect the Company''s financial position, have occurred between the end of the financial year and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

There is no significant material order passed by any regulator or court that would impact the going concern status or future business operations of the Company.

APPRECIATION

Your Directors wish to place on record their sincere appreciation for the contributions made by the Company''s employees at all level. The Board also thanks its members, customers, vendors, government, banks and all other business associates for their continuous support.

For and on behalf of the Board of Directors

Place: Gurgaon Nishith Arora

Date: May 17, 2016 Executive Chairman

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Forty-Fifth Annual Report together with the Accounts for the year ended March 31,2015.

Financial Performance

The financial performance of the Company for the Financial Year 2014-15 is summarised as under:

Rs. in lacs

Particulars for the year for the year ended ended 31.03.2015 31.03.2014

Gross Income 21,379.90 19,495.81

Profit Before Interest, 8,649.58 7,138.23 Depreciation and Tax (Excluding Exceptional Income)

Finance Charges 29.23 38.43

Provision for Depreciation 517.07 505.22

Profit Before Tax 8,103.28 6,594.58 (Excluding Exceptional Income)

Exceptional Income 772.05

Provision for Tax 3,005.21 2,250.14

Net Profit After Tax 5,870.12 4,344.44

Balance of Profit brought forward* 6,549.98 6,154.77

Balance available for appropriation 8,039.67 7,153.33

Transfer to General Reserve 587.01 434.44

Surplus carried to Balance Sheet 7,452.66 6,718.89

* Opening balance of surplus in statement of profit and loss as as on April 1, 2014 adjusted with depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life for Rs. 168.91 lacs (Net of deferred tax of Rs. 85.83 lacs).

Operational Performance

Revenue from Operations for the year ended March 31, 2015 was Rs. 203.17 crores as against Rs. 188.29 crores for the previous year. The Profit after Tax for the year ended March 31,2015 was Rs. 58.70 crores and EPS Rs. 34.76 per share as against Rs. 43.44 crores and '25.82 per share respectively for the previous year ended March 31,2014.

Price pressure on sales continued during the year though it was partly compensated by higher volume from the customers.

Dividend

During the year under review, the Board of Directors of your Company has declared and paid two Interim Dividends, viz. first Interim Dividend of Rs. 12 per share declared on August 20, 2014 and the second Interim Dividend of Rs. 10 per share declared on January 29, 2015, aggregating to Rs. 22 per share, which is the Final Dividend for the Financial Year 2014-15, against the total dividend paid during the previous Financial Year of Rs. 17 per share. Total cash outflow (including dividend distribution tax thereon) was Rs. 43.80 crores for the Financial Year 2014-15 as against Rs. 33.46 crores for the previous Financial Year. The total distribution of profit after tax as dividend for the Financial Year 2014-15 stands at 74.62%.

Transfer to the Investor Education and Protection Fund

In terms of Section 205A of the Companies Act, 1956 (as applicable) (the 1956 Act) an amount of Rs. 310 being unclaimed dividend for the Financial Year ended December 31,2008, which remained unclaimed for a period of 7 years from the date of transfer of the same to Unclaimed / Unpaid Dividend Account, has been transferred during the year to the Investor Education and Protection Fund established by the Central Government under Section 205C of the 1956 Act.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unclaimed dividend amounts, lying in the respective Unpaid / Unclaimed Dividend Accounts of the Company as on August 8, 2014 (date of last Annual General Meeting), on the Company's website, as also on the Ministry of Corporate Affairs' website.

Board Meetings

During the year under review, 6 (Six) meetings of the Board of Directors were held to transact the business of the Company. The time gap between the two consecutive Board Meetings was not exceeding 120 days. Details of the Board meetings, including the attendance of Directors at these meetings are provided in the Corporate Governance Report annexed to this Report.

Subsidiary

The Company's subsidiary MPS North America, LLC (MPSNA) was incorporated in the State of Florida on May 29, 2013. The revenue for the year ended March 31,2015 was USD 4.17 million as compared to the USD 1.45 million during the previous period. The pretax profit for the year was USD 0.71 million and post - tax profit was USD 0.45 million as compared to previous period pretax loss of USD 0.31 million and post-tax loss of USD 0.19 million respectively.

During the Financial Year 2014-15, MPSNA acquired the business of Electronic Publishing Services Inc. and TSI Evolve Inc.

Details of the subsidiary as per first proviso to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 are attached to this Report as Annexure A.

Consolidated Financial Statement

As required under the Listing Agreement(s) entered into with the Stock Exchange(s) and in accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement, the audited Consolidated Financial Statement for the year ended March 31, 2015 is provided in the Annual Report. The Consolidated Financial Statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiary.

Annual Return

An extract of Annual Return in Form MGT - 9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached to this Report as Annexure B.

Registered Office

Your Company had filed a petition with Regional Director, Southern Region, for shifting of its Registered Office from the state of Tamil Nadu to the National Capital Territory, Delhi. However due to various administrative reasons, the Company has withdrawn the said petition.

Deposits

Your Company has not accepted any deposits from the public during the year under review.

Loans, Guarantees And Investment

All the investments of the Company are as per the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder. Your Company has constituted an Investment Committee which, after proper evaluation and assessment of all the proposed investment proposals as per specified parameters, provides its recommendation to the Board. Details of the investments made by the Company are disclosed in the Notes to Standalone Financial Statements.

During the Financial Year under review, your Company has not provided any secured / unsecured loan or guarantees / securities in respect of any such loan. Your Company has not obtained any secured term loan during the year.

Qualified Institutional Placement

During the Financial Year 2014-15, your Company had raised Rs. 150 crores by issue of 1794258 Equity Shares of Rs. 10/- each at Rs. 836 (including premium of Rs. 826) each to the Qualified Institutional Buyers through Qualified Institutional Placement (QIP) pursuant to the provisions of Section 42 of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The net proceeds of the Issue (net of issue expenses) are to augment funds for growth opportunities such as acquisitions and strategic initiatives and for general corporate purposes and any other purposes as may be permissible under applicable law. These funds have temporarily been invested in high quality interest/dividend bearing liquid instruments, including money market mutual funds pending utilization for the objects of the QIP

Paid Up Share Capital

Subsequent to the issue of 1794258 Equity Shares of the Company under QIP, the Subscribed, Issued and Paid-up share Capital of the Company has increased to Rs. 18,61,69,260/- (consisting of 1,86,16,926 Equity Shares of Rs. 10 each) from Rs. 16,82,26,680/- (consisting of 16822668 Equity Shares of Rs. 10 each).

Directors, Key Managerial Personnel and Employees

On the recommendation of the Nomination and Remuneration Committee, Ms. Yamini Tandon, Vice President- Service Delivery, was appointed as an Additional Director and thus a Whole Time Director for a period of 5 years with effect from August 11, 2014 subject to the approval of the member. Thereafter, member accorded their approval for the appointment of Ms. Yamini Tandon as a Whole Time Director of the Company for a period of 5 (five) years with effect from August 11, 2014 through Postal Ballot, results of which were declared on March 13, 2015. An application pursuant to Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Companies Act, 2013, in Form MR-2 has been filed with the Central Government (Ministry of Corporate Affairs) on November 6, 2014 since Ms. Tandon was not a resident in India for a continuous period of 12 months preceding the date of her appointment as a Whole Time Director and the application is currently pending. Ms. Tandon has resigned from the Board of the Company w.e.f. May 8, 2015. The Board places on record its deep appreciation for the valuable contributions made by Ms. Tandon during her tenure as a Director of the Company.

Mr. Rahul Arora, Whole Time Director, retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. As part of succession plan of the Company, Mr. Rahul Arora has been appointed as the Chief Executive Officer of the Company effective from May 25, 2015. He will also continue to be the Whole Time Director of the Company. The Company had earlier filed an application on November 8, 2013, under the Companies Act, 1956 before the Central Government (Ministry of Corporate Affairs), since Mr. Rahul Arora was not a resident in India for a continuous period of 12 months preceding the date of his appointment as a Whole Time Director of the Company. Pursuant to the provisions of Sections 196 and 197 read with Clause (e), Part I, Schedule V to the Companies Act, 2013, the Company, in continuation, has applied afresh vide its application in Form MR-2 filed on March 11, 2015 and the application is currently pending.

During the year under review, members approved the re- appointment of Mr. Nishith Arora, as Managing Director of the Company for a further period of 3 (Three) years with effect from April 19, 2015. To ensure the seamless implementation of management's succession plan, Mr. Nishith Arora resigned as Managing Director of the Company w.e.f. May 25, 2015. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on May 25, 2015 appointed Mr. Nishith Arora, as an Additional Director and also as Whole Time Director of the Company for a period of 3 (three) years w.e.f. May 25, 2015. As an Additional Director Mr. Nishith Arora would hold the office of Director upto the date of the ensuing 45th Annual General Meeting. The Company received a Notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. Nishith Arora for the office of Director, liable to retire by rotation. The Board of Directors, considering Mr. Nishith Arora's expertise and performance is of the view that his continued association with the Company as a Director, liable to retire by rotation and as Whole Time Director, would be of immense help to the Company. Accordingly your Board of Directors recommend the appointment of Mr. Nishith Arora as a Director, liable to retire by rotation and as Whole Time Director for a period of 3 (three) years w.e.f. May 25, 2015 at the ensuing 45th Annual General Meeting of the Company. Upon appointment Mr. Nishith Arora will continue to be the Executive Chairman.

Mr. Supriya Kumar Guha ceased to be the Company Secretary and Compliance Officer of the Company with effect from September 30, 2014 consequent to his resignation. Mr. Hitesh Kumar Jain, a fellow member of the Institute of Company Secretaries of India, has been appointed as the Company Secretary and Compliance Officer of the Company with effect from October 29, 2014.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Nomination and Remuneration Policy

As per the provisions of Section 178 (3) of the Companies Act, 2013, on the recommendation of the Nomination and Remuneration Committee, your Company has formulated a Nomination and Remuneration Policy. The policy is formulated for setting 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, to determine remuneration, based on the Company's size, financial position, trends and practices on remuneration prevailing in the industry, to carry out evaluation of the performance of Directors, Key Managerial and Senior Management Personnel and to attract, retain, motivate, and promote talent and to ensure long term sustainability of talented Managerial Persons, and create competitive advantage. The Nomination and Remuneration Policy is appended as Annexure C to this Report.

Particulars of Directors and Employees

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details/ informations related to the remuneration of Directors and Key Managerial Personnel are set out in Annexure D to this Report.

Board Evaluation

Pursuant to the provisions of the of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out a formal annual performance evaluation of its own performance, the Directors individually, the Chairman of the Board and its various Committees. The criteria of evaluation have been laid down in the Performance Evaluation Policy adopted by the Company. The performance evaluation was based on the set of structured questionnaire relating to the functioning of the Board as a whole, various Committees of the Board within the terms of powers delegated to them, the Directors individually and the Chairman of the Board as well as discussion with each Director or Committee Member.

Director's Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. the Directors have 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 and loss of the Company for that period;

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

d. the Directors have prepared the Annual Accounts on a going concern basis;

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

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

Internal Financial Control

The Company has a robust system of internal financial control, commensurate with the size and complexity of its business operations. It ensures that all the business transactions are recorded in a fair and transparent manner. The Company has an external and independent firm of Internal Auditors which scrutinizes the financials and other operations of the Company. The Internal Auditors also checks if the applicable laws have been complied with or not. Internal Auditors reports to the Audit Committee. Based on the findings of Internal Auditors, process owners undertake corrective action in their respective areas. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee. The Company has also appointed an external and independent firm to review and access the adequacy of Internal Financial Control system of the Company and to suggest the measures to strengthen the same wherever they would find any scope for further improvement.

Audit Committee and Vigil Mechanism

Composition of the Audit Committee and details regarding the Vigil Mechanism established by your Company, as required under Section 177 of the Companies Act, 2013 are mentioned in the Corporate Governance Report annexed to this report.

Risk Management

Your Company carries out a periodical exercise to identify various risks involved in the business and operations of the Company. After identification, such risks are assessed for the degree of risks involved and accordingly steps are taken to mitigate those risks. The objective of such exercise is to mitigate the probable adverse impact on business operations and thus enhance the competitiveness. The risk assessment process of the Company defines the risk management approach at all levels across the organisation including determination of the degree of risks and proper steps to be taken to avoid the probable harm. The Board is updated periodically on the risks identified and steps taken for mitigating them.

Auditors and Audit Reports

Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, existing Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received written consent and confirmation from them to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and rules framed thereunder and that they satisfy the criteria provided thereunder for re-appointment.

Your Directors, on the recommendation of the Audit Committee, decided to recommend to the members the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 015125N) as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting.

The report of the Statutory Auditors on the Financials of the Company for the Financial Year ended March 31,2015 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s R Sridharan and Associates, Practicing Company Secretaries, as Secretarial Auditors of your Company for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year 2014-15 prepared by them, is annexed to this Report as Annexure E.

The Secretarial Auditor has not expressed any qualification or reservation in their report and the report is self-explanatory.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance that lays strong emphasis on integrity, transparency and overall accountability. A detailed report on Corporate Governance together with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance stipulated in Clause 49 of the Listing Agreement, is annexed to this Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-Go

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

A. Conservation of Energy:

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

B. Technology Absorption

Particulars regarding Technology Absorption are annexed to this Report as Annexure F.

C. Foreign Exchange earnings and Outgo

During the year under review, foreign exchange earned through exports was Rs. 202.97 crores as against Rs. 188.06 crores for the previous year ended March 31, 2014. Foreign exchange outgo was Rs. 12 crores as against the previous year figure of Rs. 12.34 crores. Thus, the net foreign exchange earned by the Company during the year was Rs. 190.97 crores. The details of foreign exchange earnings and outgo are given in the Notes forming part of the Audited Accounts for the year ended March 31,2015.

Corporate Social Responsibility

Enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs has brought in more responsibility on the Corporate Sector for nation building through participation in Corporate Social Responsibility programs.

Your Company is running its Corporate Social Responsibilities (CSR) programs since January 2013, even before the new requirements under the Companies Act, 2013. As per the requirement of Section 135 of the Companies Act, 2013, your Company constituted a Corporate Social Responsibility Committee in the Financial Year 2014-15 and on the recommendation of this committee also laid down its CSR Policy. Your Company has launched 'MPS Limited Girls Education Project' (the "CSR Project") under which your Company provides supports through grant-in-aid to IIPMACT, a non- profit making organisation, for imparting primary high quality education to out-of-school under privileged girls, between 6 to 14 years of age, from marginalized communities across India. Under the CSR Project your Company adopts teaching schools, called 'Learning Centers' wherein Company covers expenses of the CSR Project such as teachers and other staff salaries, training, teaching and learning materials.

The Project aims to provide equal opportunities, with regard to education to girls. By establishing a mechanism of learning within the villages through these Learning Centers, established right inside the villages where the girls live, and by using comprehensive and innovative strategies to deliver learning to these children and equipping them with literacy and other life skills, these girls will be able to complete their education and develop into productively contributing citizens of the country.

Your Company has supported 90 Learning Centers spread in villages of Dehradun (Uttarakhand), Mewat (Haryana) and Bundi (Rajasthan). Your Company has devised proper system to monitor the activities under the CSR Project as per its CSR Policy.

The Company's contributions to its CSR Projects are in accordance with the requirements of Schedule VII to the Companies Act, 2013. The Company spent Rs. 63.31 lacs towards the CSR Project during 2014-15 as compared to Rs. 16.60 lacs in the previous year.

Details of the CSR Activities undertaken by the Company are specified in Annexure G to this Report.

Related Party Transactions

Your Company has formulated a Policy on Related Party Transaction (available on the Company's website "www.adi-mps.com") as recommended by the Audit Committee to the Board, which defines materiality of related party transactions and sets the procedure for dealing with related party transactions based on the Companies Act, 2013, Clause 49 of the Listing Agreement, applicable Accounting Standards and other laws and regulations.

All related party transactions that were entered into during the Financial Year 2014-15 were on arm's length basis and in the ordinary course of business of the Company. The Company has not entered into any material related party transactions with its Promoters, Directors and Key/ Senior Managerial Personnel which may have a potential conflict with that of the Company at large. All the related party transactions are placed before the Audit Committee for its prior approval. Details of all the related party transactions of the Company are disclosed in Notes to Standalone Financial Statements for the year ended March 31, 2015.

Prevention of Sexual Harassment at Workplaces

The Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has set up an Internal Complaint Committee to redress the complaints, if any, received. During the year under review, no complaint was received from any employee of the Company involving sexual harassment and no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Significant and Material Orders Passed by any Regulators or Court

There is no significant material order passed by any regulator or court which would impact the going concern status or future business operations of the Company.

Acknowledgments

The Company is dependent for its success on the support of its members, its customers, its vendors, bankers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Gurgaon Nishith Arora May 25, 2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Forty-fourth Annual Report together with the Accounts for the year ended March 31, 2014. The Profit for the year ended is as under:

INR in Lacs

For the year For the year Accounts ended 31.03.2014 ended 31.03.2013

Profit for the year after depreciation and taxation 4,344.44 3,189.02

Surplus brought forward from previous year 6,154.77 5,239.83

Total 10,499.21 8,428.85

Adjustments/Appropriations:

Interim Dividend Paid 2,859.85 1,682.27

Tax on interim dividend 486.03 272.91

Transfer to General Reserve 434.44 318.90

Surplus carried forward 6,718.89 6,154.77

Total 10,499.21 8,428.85

Dividend

The Board declared 1st Interim Dividend of Rs. 5 per share on August 5, 2013 followed by a second Interim Dividend of Rs. 5 per share on November 13, 2013 and a third interim dividend of Rs. 7 per share on February 14, 2014. The aggregate of dividend paid for the year was Rs. 17 per share (previous year Rs 10 per share) and the total cash outflow (including dividend distribution tax thereon) was Rs 33.46 crores for 2013-14 as against Rs. 19.55 crores for the previous year. The total distribution of Profit after tax as dividend for the current year stands at 77.01%. The above is the final dividend declared by the Company.

Progress of the Business

Revenue from Operations for the year ended March 31, 2014 was Rs 188.29 crores as against Rs 164 crores for the previous year. The Profit after Tax was Rs. 43.44 crores and EPS Rs 25.82 as against Rs 31.89 crores and Rs. 18.96 per share respectively for the previous year ended March 31, 2013.

The Company''s efort to expand operations in Tier II cities continued during the year that resulted in achieving lower staf costs. Strong focus remained on cost optimization with low value added work being outsourced. Company''s marketing operations were further strengthened with the induction of senior resource for customer relationship management. Price pressure on sales continued during the year though it was partly compensated by higher volume from the customers.

During the year the Company through its subsidiary MPS North America LLC acquired the assets of Element LLC through a court approved process. This acquisition has now given the Company a foothold in full-service editorial, design and production services to the educational publishing market with expertise in developing turn-key solutions for print and online products and developing content and products for learners of all ages in a broad range of curriculum and subject, with specialization in pre kindergarten and Kindergarten to Standard XII market sectors. The business so acquired will enhance the Company''s presence in the US educational publishing market.

Subsidiary

The Company''s subsidiary MPS North America LLC (MPSNA) was incorporated in the State of Florida on May 29, 2013. The revenue for the period ended March 31, 2014 was USD 1.45 million. The employee cost during the period was USD 1.05 million and other costs were USD 696 thousand, resulting in a pretax loss of USD 305 thousand and after tax adjustment a loss of USD 190 thousand.

MPSNA has broken even from March 2014 with increased revenue and proper manpower planning. Barring unforeseen circumstances, MPSNA will start generating surplus from the current year 2014-15.

Shifting of registered ofce

The members will recall that a special resolution for shifting of the registered ofce was passed in May 2013. Following the passing of the special resolution, application has been fled with Regional Director, Chennai for approval for shifting of the registered ofce to National Capital Territory, Delhi. The matter is yet to be heard by the Regional Director.

Outlook

The Company has embarked on expanding its client base by strengthening the marketing organization to meet the changing marketing dynamics. While economies will be sought by major clients, an emphasis on improving operating efciencies, automating processes for higher productivity and close customer interface for volume growth is likely toofset their impact on the company''s financial performance. The challenge as always will be to increase the top line in foreign currency terms.

As publishers continue to evolve their digital strategy, the Company is in a good position to exploit the upside in digital business and barring unforeseen circumstances, will be able to cater to the entire value chain of the publishing services domain. Your Company is well positioned to provide fexibility to clients to select upstream and downstream services from existing service relationship.

Detailed analysis, discussion, and progress reports are available in the Management Discussion and Analysis.

Overall Company Strategy

The Company''s current strategy remains:

To increase the size, scope, and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities including e-Pub and be a leader in this area. The strategic intent is to play a major part in the harnessing of India''s skills, abilities, and cost-advantages and to contribute to India''s domination of IT-enabled services in the coming years.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Out-go

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy intensive. However constant eforts are being made to make the infrastructure more energy efcient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs188.06 crores as against Rs163.89 crores for the previous year ended March 31, 2013. Foreign exchange outgo was Rs.12.69 crores as against the previous year fgure of Rs.13.02 crores. Thus the net foreign exchange earned by the Company was Rs 175.37 crores. The details of earnings and outgo are given in the Notes forming part of the Accounts for the year ended March 31, 2014.

Directors

Mr. Rahul Arora, Chief Marketing Ofcer of the Company was appointed as an Additional Director efective from August 12, 2013. Mr. Rahul Arora is a Whole Time Director of the Company. His period of appointment is for a period of 5 (five) years from August 12, 2013 subject to the approval of the members at a general meeting. He holds ofce till the ensuing Annual General Meeting and being eligible ofers himself for appointment. Notice has been received from a member proposing his candidature for the ofce of director in the Company. The relevant details of the appointment are given in the explanatory statement in the notice of the Annual General Meeting.

The Board appointed Mr. Darius E Udwadia, Mr. Ashish Dalal and Mr. Vijay Sood as Directors of the Company for a period of 5 (five) years pursuant to section 149, 150 read with Schedule IV of the Companies Act, 2013 to hold ofce from the conclusion of the ensuing Forty- fourth Annual General Meeting. Mr. Darius E Udwadia, Mr. Ashish Dalal and Mr. Vijay Sood hold ofce till the conclusion of the ensuing Annual General Meeting. Notice has been received from a member proposing their candidature for the ofce of Director(s) in the Company. Details of the proposal for appointment of Darius E Udwadia, Mr. Ashish Dalal and Mr. Vijay Sood are given in the Explanatory statement under section 102 of the Companies Act, 2013 to the notice of the Annual General Meeting.

Mr. Nishith Arora retires at the forthcoming Annual General Meeting pursuant to Section 149 and Section 152 of the Companies Act, 2013 read with the Article 139 of the Articles of Association of the Company, and being eligible ofers himself for reappointment.

Auditors

The Company''s Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, Bengaluru (firm registration no. 008072S) retire at the forthcoming Annual General Meeting and have not sought to be reappointed.

Your directors on the recommendation of the Audit Committee decided to appoint Messrs. Deloitte Haskins & Sells, Chartered Accountants, New Delhi (firm registration no 015125N) as the Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting.

The Company has obtained a written certifcate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, New Delhi to the efect that their appointment, if made at the Annual General Meeting, would be in conformity with the limits specified in the Companies Act, 2013.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors'' Report for the year ended March 31, 2014 is annexed to this Report.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a compliance report on Corporate Governance together with a certifcate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.adi-mps.com.

CEO/CFO certification

Mr. Nishith Arora, Chairman & Managing Director and Mr. Sunit Malhotra, CFO have given a certifcate to the Board as contemplated in Clause 49 of the Listing Agreement.

Transfer to the Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956 an amount of Rs. 100,959 being unclaimed dividend for 2005-06 was transferred during the year under report to the Investor Education and Protection Fund established of the Central Government.

Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm that:

a. In preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed and proper explanations have been provided for material departures, wherever applicable.

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 afairs of the Company as at March 31, 2014 and the Profit of the Company for the year ended March 31, 2014.

c. The Directors had taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

Consolidated financial statement

As required under the Listing Agreement(s) entered into with the Stock Exchange(s), consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statement have been prepared in accordance with Indian Generally Accepted Accounting Principles as prescribed under section 211 (3C) of the Companies Act, 1956. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Afairs vide its Circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of Profit & loss and other documents of the subsidiary companies with the balance sheet of the Company required under Section 212(1) of The companies Act,1956 subject to the approval of the Board and fulfllment of certain other conditions. The Board of Directors pursuant to the aforesaid Circular had given their consent and resolved for not attaching the balance sheet & other documents. A statement containing brief financial details of the Company''s subsidiary for the period ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiary and the related information will be made available to any member of the company seeking such information and are available for inspection by any member of the Company at its registered ofce of the Company on any working day between 10 am to 5 pm.

Corporate Social Responsibility

The Companies Act, 2013 has brought in more responsibility on the Corporate Sector for nation building through participation in Corporate Social Responsibility programs. However, the Company without this becoming mandatory had been playing its part in the feld of providing education, especially to the girl child.

Your Company has participated with IIMPACT, a nonProfit organization that provides access to quality primary education to young girls between 6 to 14 years of age, from marginalized communities across India, thereby empowering and mobilizing them to become active change agents in their community by helping change society around them.

''MPS Limited Girls Education Project'' has been operational since January 2013 where your Company provides grant-in-aid to IIMPACT for the teaching schools (''learning centers''). This grant covers expenses of the Project such as teachers'' salaries, staf salaries, training, teaching and learning materials, monitoring, travel and management expenses.

The project aims to provide equal opportunities, with regard to education to girls. By establishing a mechanism of learning within the villages, through these learning centers established right inside the villages where the girls live, and by using comprehensive and innovative strategies to deliver learning to these children and equipping them with literacy and other life skills, these girls will be able to complete their education and develop into productively contributing citizens of the country.

Initially, 20 villages of Dehradun, Uttarakhand were identified for the Project. With efect from January 2014, with the support of your Company, IIMPACT added 20 more learning centers. These additional learning centers are located in villages of Dehradun, Uttarakhand, Mewat, Haryana and Bundi, Rajasthan.

Your Company has contributed Rs. 16.60 lakhs towards the Project during 2013-14 (previous year Rs. 8.40 lakhs was contributed).

Acknowledgments

The Company is dependent for its success on the support of its members, its customers, its vendors, bankers and above all its management and staf and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Mumbai Nishith Arora

May 22, 2014 Chairman & Managing Director

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Mar 31, 2013

The Directors are pleased to present the Forty Third Annual Report together with the Accounts for the year ended 31st March 2013.

The profit for the year ended is as under:

Rs. in lacs

Accounts 12 months ended 15 months period 31.03.2013 ended 31.03.2012

Profit for the year after depreciation and taxation 3,189.02 1,087.13

Surplus brought forward from previous year 5,239.83 5,043.47

Total 8,428.85 6,130.60

Adjustments / Appropriations:

Interim Dividend Paid 1,682.27 336.45

Proposed Final Dividend - 336.45

Corporate Tax on Dividend 272.91 109.16

Transfer to General Reserve 318.90 108.71

Surplus carried forward 6,154.77 5,239.83

Total 8,428.85 6,130.60

Dividend

The Board had declared 1st Interim Dividend of Rs.5 per share on 9th November 2012 and a 2nd Interim Dividend of Rs.5 per share on 14th February 2013. The total cash outflow on account of interim dividend for the year (including dividend distribution tax thereon] aggregated to Rs.19.55 crores. The Board has not declared a Final dividend.

Progress of the Business

Sales for the year ended 31st March 2013 were Rs.164 crores as against Rs.191 crores for the fifteen months period ended 31st March 2012. The Profit after Tax was Rs.31.89 crores giving an EPS of Rs.18.96 per share as against a profit of Rs.10.87 crores and an EPS of Rs.6.46 per share in the previous period of fifteen months ended 31st March 2012.

The Company''s business was further restructured during the year with strong focus on cost reduction, outsourcing non value added items and reducing redundancy. Facilities in Bengaluru and Chennai were restructured leading to savings both in rentals and other administrative costs. The Company''s effort to expand in Tier II cities was fruitful with the Company offering gainful employment while achieving lower staff costs. Company''s marketing operations in US were also restructured with the Chief Marketing Officer relocating to US with focus on new business and being closer to customers. Price pressure on sales continued during the year though it was partly compensated by higher volume from the customers.

The Company has entered into a Membership Interest Purchase Agreement to acquire subsequent to the year under report a limited liability company in Florida, USA named Element LLC (Element] at a consideration of USD 1.8 million (approximately Rs.10 crores]. Element provides full-service editorial, design and production services to the educational publishing market with expertise in developing turn-key solutions for print and online products. Element is also engaged in developing content and products for learners of all ages in a broad range of curriculum and subject, with specialization in pre kindergarten and Kindergarten to Standard XII market sectors. Element will enhance the Company''s presence in US educational publishing market.

Outlook

Your Company has embarked on expanding its client base. For this purpose the marketing organization is being reorganized to meet the challenges. The price pressure from clients is expected to continue during the year. The challenge is to increase both the top line and the bottom line.

As publishers continue to evolve their digital strategy, the Company is in a good position to exploit the upside in digital business and the Company, barring unforeseen circumstances, will be able to cater to the entire value chain of the publishing services domain.

Detailed analysis, discussion, and progress reports are available in the Management Discussion and Analysis.

Overall Company Strategy

The Company''s current strategy remains:

To increase the size, scope, and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities including e-Pub and be a leader in this area. The strategic intent is to play a major part in the harnessing of India''s skills, abilities, and cost-advantages and to contribute to India''s domination of IT-enabled services in the coming years.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Out-going

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy - intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs.16,389.37 lacs as against Rs.19,087.34 lacs for the previous 15 month period ended 31st March 2012. The outgo of foreign exchange was Rs.1,310.15 lacs as against the previous period outgo of Rs.2,376.58 lacs. Thus the net foreign exchange earned by the Company was Rs.15,079.22 lacs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the year ended 31st March, 2013.

Directors

Mr. Ashish Dalal retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as a Director. Auditors

The Company''s Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules 1975 forming part of the Directors'' Report for the year ended 31st March 2013 is annexed to this Report.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.adi-mps.com.

Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment] Act 2001, the Directors confirm that:

a. In preparation of the Annual Accounts for year ended 31st March 2013, the applicable accounting standards have been fol- lowed and proper explanations have been provided for material departures, wherever applicable.

b. The Directors have selected such accounting policies and applied them consistently, and made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the profit of the Company for the year ended 31st March, 2013.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detect- ing fraud and other irregularities.

d. The Directors have prepared the Annual Accounts on a ''going concern'' basis.

Acknowledgments

The Company is dependent for its success on the support of its members, its customers, its vendors, bankers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Mumbai Nishith Arora

27th May 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors are pleased to present the Forty Second Annual Report together with the Accounts for the fifteen-month period ended 31st March 2012.

The profit for the fifteen-month period ended is as under:

Rs.in lacs

Accounts 15 months Period Year ended 31.03.2012 ended 31.12.2010

Profit / (Loss) for the year a after depreciation and 1,087.13 (880.71) taxation

Surplus brought forward from previous year 5,043.47 8,666.82

6,130.60 7,786.11

Adjustments / Appropriations:

Adjustment for Subsidiary Companies profits/losses - 2,742.64 on amalgamation

Interim Dividend Paid 336.45 -

Tax on interim dividend 54.58 -

Proposed Final Dividend 336.45 -

Corporate Tax on Dividend 54.58 -

Transfer to General Reserve 108.71 -

Surplus carried forward 5,239.83 5,043.47

6,130.60 7,786.11

Dividend

The Board had declared an Interim Dividend of Rs2 per share on 3rd February 2012. The said dividend was paid out on 18th February 2012. The Board has now proposed a Final dividend of Rs2 per share. The Final Dividend, if declared, will be paid out to all shareholders whose names appear on the register of members on 3rd August 2012. Cash outflow for the Final dividend, if declared, will be Rs336.45 lacs and dividend tax on the same will be Rs54.58 lacs and consequently the total cash outflow on account of dividend for the year would aggregate to Rs782.06 lacs. This will translate into a payout of 71.94% (including the dividend distribution tax) of the net profit of the Company for the current year.

Acquisition of shares by ADI BPO Services Limited

The erstwhile promoter of the Company, namely HM Publishers Holdings Limited, UK, (HMPHL] sold its entire shareholding in the Company to ADI BPO Services Limited (ADI - erstwhile ADI BPO Services Private Limited). In accordance with SEBI (Substantial Acquisition of Shares and Takeover] Regulations, 1997 (SAST regulations), ADI made an open offer to acquire up to 20% of the balance share capital of the Company. ADI in the open offer acquired a further 14.81% of the share capital of the Company. ADI consequently owns 76.27% of the Company's capital as on date. This open offer was in accordance with SAST regulations that were prevailing before 20th October 2011 i.e. before the subsequent amendments came into force.

Progress of the Business

Sales for the fifteen-month period ended were Rs191.00 crores as against Rs127.42 crores for the corresponding previous year. The Profit after Tax was Rs10.87 crores giving an EPS of Rs6.46 per share as against a Loss of Rs8.81 crores and an EPS of Rs(5.24) per share in the previous period of 12 months.

The Company's business was restructured during the period with focus on cost reduction, outsourcing non value added items and reducing redundancy. Facilities were also restructured leading to savings in rentals and other costs.

Business outlook

Your Company continues to pursue its initiatives stated earlier. It is focused on establishing a seamless delivery mechanism to cater to a variety of demands of its key clients. There is a greater emphasis on improving efficiencies, automating processes for higher productivity and closer customer interface for volume growth. The drive for monitoring and controlling costs through better reporting and accountability has started showing results. The go-to-market strategy continues to be technology-driven to leverage on investments made and is being fruitful in driving sales for so- called commodity services like pre-press and digital services.

There is increased activity to establish the new entity in the market and this is manifested through the presence at many conferences and exhibitions catering to various domains which the Company service. As the publishers continue to evolve their digital strategy, the Company is at the right stage to exploit the upside in digital business. Since the Company is able to cater to the entire value chain of the publishing services domain, the Company is well-positioned to provide flexibility to clients to select services both upstream and downstream from the existing service relationship.

Though the Company closed its UK operations, the Company does not expect any adverse affect on business or relationships with the existing client base as relations are well established with the Company's delivery units. In the US the Company continue to push towards even better accountability from our on-shore operations and driving it through the profitability matrix. The Company is focused on expanding in tier II cities. Besides giving the cost advantage, this will also prove to be a lucrative opportunity for providing a viable and profitable alternative for many services currently being provided through the existing service centers. This is being diligently pursued and is certain to provide a healthy push to the profitability of some business lines. The Company is well- positioned to leverage the above mentioned factors both at the business end and the delivery side, and is reasonably confident to look at an even healthier bottom-line.

Overall Company Aims

The Company's current strategy remains:

To increase the size, scope and technological advantage of its business as a global, high value- add, IT-enabled service provider for publishing activities including e-Pub and be a leader in this area. The strategic intent is to play a major part in the harnessing of India's skills, abilities and cost-advantages and to contribute to India's domination of IT-enabled services in the coming years.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-going

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy-intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the period under review, foreign exchange earned through exports was Rs19,087.34 lacs as against Rs12,742.27 lacs for the year ended 31st December 2010. The outgo of foreign exchange was Rs2,376.58 lacs as against the previous year outgo of Rs1,838.08 lacs. Thus the net foreign exchange earned by the Company was Rs16,710.76 lacs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the period ended 31st March, 2012.

Directors

Following the sale of shares by HMPHL of its entire shareholding, Mr. Lawrence Jennings and Mr. Hanson Farris resigned from the Board of Directors of the Company on 17th January 2012.

The Board places on record its appreciation of valuable advice given by Mr. Lawrence Jennings and Mr. Hanson Farries, during their tenure as Directors of the Company and the committees that they were members of. The Company and the Board benefitted from the wisdom and advice of Mr. Lawrence Jennings and Mr. Hanson Farries during their tenure as Directors of the Company.

Mr. Nishith Arora, Director of ADI was appointed as an Additional Director of the Company on 7th December 2011 under Section 260 of the Companies Act 1956 read with Article 125 of the Articles of Association of the Company. Mr. Nishith Arora retires at the ensuing Annual General Meeting and being eligible offers himself for appointment as a Director. Notice has been received from a member signifying his intention to propose Mr. Nishith Arora as a Director of the Company.

The Board also appointed Mr. Vijay Sood as an Additional Director effective from 17th January 2012 under Section 260 of the Companies Act 1956 read with Article 125 of the Articles of Association of the Company. Mr. Vijay Sood retires at the ensuing Annual General Meeting and being eligible offers himself for appointment as a Director. Notice has been received from a member signifying his intention to propose Mr. Vijay Sood as a Director of the Company.

Auditors

The Company's Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Observations in the Auditor's Report

With regard to the Auditors observation in para 3 of their Report on Note no. 5b in Schedule 19, the Company has filed appeals with the concerned authorities against the service tax demands and disallowance of service tax refund. The matter is sub judice. For further details, please refer to note no. 5b of Schedule 19 to the accounts.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules 1975 forming part of the Directors' Report for the fifteen-month period ended 31st March 2012 is annexed to this Report.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.adi-mps.com.

CEO/CFO Certification

Mr. Nishith Arora, Managing Director and Mr. Ratul Shome, Vice President - Finance of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

Director's Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm that:

(i) In preparation of the annual accounts for fifteen-month period ended 31st March 2012, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently, and made judgment and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the profit of the Company for the fifteen-month period ended 31st March, 2012.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company's Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Acknowledgments

The Directors wish to place on record their appreciation of the support and guidance received from ADI BPO Services Limited. The Company is dependent for its success on the support of its members, its authors, its customers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

Mumbai Nishith Arora

28th May 2012 Chairman & Managing Director

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Dec 31, 2010

Report of the BOARD OF DIRECTORS

The Directors present the Forty First Annual Report together with the Accounts for the year ended 31st December 2010

The Profit & Loss Account for the year is as under:

Rs in lakhs

Year ended Year ended Particulars 31.12.2010 31.12.2009

Profit / (Loss) for the year after (880.71) 712.65 depreciation and taxation

Surplus brought forward from 8,666.82 8,650.99 previous year

7,786.11 9,363.64

Adjustments /Appropriations:

Proposed Dividend - 168.23

Corporate Tax on Dividend - 28.59

Transfer to General Reserve - 500.00

Surplus carried forward 7,786.11 8,666.82

7,786.11 9,363.64

Dividend

In view of the loss for the year, the Board has not declared any dividend for the year.

Merger of the Subsidiary Companies

A Scheme of Amalgamation (Scheme) of the wholly owned subsidiaries of the Company, namely, MPS Technologies Ltd. and MPS Content Services Inc. and its wholly owned subsidiary MPS Content Services (India) Pvt. Ltd. with the parent company, MPS Limited, with effect from 31st December 2010 (the Appointed Date under the Scheme) was approved by their respective Board of Directors in January 2011. As required under the Listing Agreements between the Company and the Madras Stock Exchange, the Bombay Stock Exchange and the National Stock Exchange, the requisite approvals of the Stock Exchanges to the scheme was obtained. Legal proceedings were thereafter initiated in the High Court at Madras, pursuant to the applicable provisions of the Companies Act, 1956 towards seeking its sanction to the Scheme. The Madras High Court granted dispensation from holding Shareholders' meetings in view of the fact that the amalgamation contemplated by the Scheme was of two wholly owned subsidiaries and one indirect wholly owned subsidiary and directed the Companies, namely MPS Content Services India Private Limited and MPS Technologies Limited (petitioner Companies) to file the Company petitions. The Company petitions were filed and admitted by the Madras High Court and directions were issued to the Official Liquidator to appoint an Auditor to scrutinize the books of accounts of the petitioner Companies and to submit his report. The matter was heard by the Madras High Court on 15th June 2011 and after hearing the Counsel for the Company and the standing Counsel of the Central Government, the Madras High Court was pleased to sanction the Scheme of Amalgamation as submitted to the Madras High Court for merger of the Companies with MPS Limited. Consequent to the same, the Subsidiary Companies financials have been drawn upto 30lh December 2010 being one day earlier to the appointed date. Your Company's financials have been drawn on a standalone basis consequent to the above sanction and only the profits / losses of the subsidiary companies have been dealt with in the reserves as per the Scheme sanctioned by the High court.

Extension of time for holding Annual General Meeting

In view of the merger application of MPS Content Services India Private Limited, MPS Technologies Limited and MPS Content Services Inc. before the Honorable Madras High Court, which has now been sanctioned with the appointed date of 31st December 2010, the Company had to place before you the Financials with the profits / losses of the subsidiary companies dealt with in the reserves as per the Scheme sanctioned by the High Court. Since the Honorable Madras High Court sanctioned the Company petitions on merger only on 15th June 2011, the Company sought extension of time for holding the Annual General Meeting from the Registrar of Companies, Tamil Nadu, which was granted upto 30th September 2011.

Progress of the Business

The sales for the year were Rs 127.42 crores as against a figure of Rs 139.95 crores for the corresponding previous year in respect of the Publishing Services business. The Loss After Tax was Rs. 8.81 crores giving an EPS of Rs (5.24) per Rs. 10 share.

The lower profitability as compared to the previous year is mainly due to the following reasons:

- Continuing commoditization of the core journals and books services markets coupled with strong competition amidst pricing pressure

- Strengthening of the Indian Rupee versus the US dollar;

- Higher debtors provisioning due to bankruptcy filing by a client in USA

Business Outlook

With the merger of all the subsidiary companies, the Company is now uniquely positioned and is being considered as a complete solutions provider and this has opened up more opportunities to cross-sell services across all publishing verticals and solution types.

The current year has seen an expansion of our client base into new segments. The Company is continuing its partnership with large IT Companies to bid for new clients jointly; we expect such initiatives to grow in the next year. With the availability of better reading devices, the demand for digital and online content has seen a healthy growth. This has forced publishers to change their digital strategies and focus on enhanced learning and new media offerings that are expected to grow significantly next year.

Your Company evolved during the year in response to market changes and adopted a new sales process. This process puts greater responsibility and accountability on the production teams for maintaining existing clients. This is expected to increase our sales focus in bringing in new business.

In addition to the above, the Company had embarked to reduce its costs and close down one of the subsidiary company's offices in USA and also closed down one office space each in Gurgaon and Bengaluru. In addition to the above, the Company is taking further steps to rationalize cost and increase the bottom line.

Detailed analysis, discussion and progress reports are available in the Management Discussion and Analysis Report of the Annual Report.

Awards and Recognition

The Company won the Special Export Award for 2009-10 from CAPEXIL in its category of products.

Overall Company Aims

The Company's current strategy remains:

To increase the size, scope and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities and be a leader in this area. The strategic intent is to play a major part in the harnessing of India's skills, abilities and cost-advantages and to contribute to India's domination of IT-Enabled Services in the coming years.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-going

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy-intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs. 12,742 lakhs as against Rs 13,995 lakhs for the year ended 31st December, 2009. The outgo of foreign exchange was Rs. 2.131 lakhs as against the previous year outgo of Rs. 1,695 lakhs. Thus the net foreign exchange earned by the Company was Rs. 10,611 lakhs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the period ended 31st December, 2010.

Directors

Mr. R R Chari, Director and Audit Committee Chairman resigned during the year due to advanced age. He was a Director of the Company for over a decade. The Company and the Board benefitted from the wisdom and advice during his tenure as a Director. The Board places on record its appreciation of the tremendous work done by Mr. R R Chari, both as a Director and erstwhile Chairman of Audit Committee. The Board also wishes Mr. R R Chari a very happy retired life.

Mr. Ardeshir Contractor also resigned from the Board of Directors due to personal reasons. The Board places on record the valuable advice and guidance received during his tenure as a Director of the Company.

Following Mr. R R Chari's resignation, the Board appointed Mr. Ashish Dalai as an Additional Director effective from 28th October, 2010 under Section 260 of the Companies Act 1956 read with Article 125 of the Articles of Association of the Company. Mr. Ashish Dalai retires at the ensuing Annual General Meeting and being eligible offers himself for appointment as a Director. Notice has been received from a member signifying his intention to propose Mr. Ashish Dalai as a Director of the Company.

Under Articles 139 to 142 of the Articles of Association of the Company, Mr. Hanson Farries retires by rotation and being eligible, offer himself for reappointment.

Auditors

The Company's Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Observations in the Auditors' Report

With reference to para 4(e) of the Auditors' Report, it is clarified that the Company has submitted necessary application with the Ministry of Corporate Affairs, New Delhi, with respect to the payment of Bonus for the year 2010 as approved by the Remuneration Committee and the Board of Directors, which is within the overall remuneration approved by the Shareholders at the 39th Annual General Meeting held on 23rd June, 2009. The approval of the Central Government is awaited.

With regard to the Auditor's observation in para 4(f) of their Report on Note no. 5(a) in Schedule 19, the Company has filed appeals with the concerned authorities against the service tax demands and disallowance of service tax refund. Detailed Note no. 5(b) & (c) of Schedule 19 to the accounts is self explanatory.

Particulars of Employees

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors' Report for the year ended 31st December, 2010 is annexed to this Report.

Employee Stock Option Scheme (ESOP)

Since the ESOP scheme as approved by the members of the Annual General meeting held on 30th June, 2005 was not implemented, it was withdrawn.

Clause 49 Requirement

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance with the conditions of corporate governance stipulated in the said Clause, is annexed to this report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company www.macmillanpublishingsolutions.com.

CEO / CFO Certification

Mr. Rajiv K Seth, Managing Director and Mr. Gautam Mukherjee, Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

Director's Responsibility Statement

Pursuant to Sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm, to the best of their knowledge, that:

i) In preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material departures, wherever applicable. The profit / loss of the subsidiaries have been dealt with in the accounts in pursuance of the Scheme of Amalgamation as sanctioned by the Honorable Madras High Court by its order dated 15th June, 2011.

ii) The Directors have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31s' December, 2010andthe profit of the Company for the financial year ended 31st December, 2010.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company's Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a 'going concern' basis.

Acknowledgments

The Directors with to place on record their deep appreciation of the support and guidance recieved from Macmillan-UK and veriagsgruppe Georg Von Holizbrinck Germany. The Comapny is dependent for its success on the support of its members, its customers and above all its management and the Directors with to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

LAWRENCE JENNINGS CHAIRMAN

Place: Mumbai Date: 13th July, 2011

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Dec 31, 2009

The profit for the year is as under.

Rs. in lacs

Year* Year Accounts ended ended 31.12.2009 31.12.2008

Profit for the year 712.65 1,816.09 after depreciation and taxation

To which is added:

Surplus brought forward 8,650.99 12,977.57 from previous year

From which is deducted: - (5,642.67)

Adjustments arising on account of Scheme of Arrangement

9,363.64 9,150.99

Appropriations:

Proposed Dividend 168.23 -

Corporate Tax on 28.59 - Dividend Transfer to General 500.00 500.00 Reserve

Surplus carried forward 8,666.82 8,650.99

9,363.64 9,150.99

* Figures are not comparable to previous year due to demerger of the domestic publishing business in 2008.

Dividend

The Directors have recommended a final dividend of 10% (i.e. Re. 1 per equity share) for the financial year ended 31st December, 2009, which, if approved at the forthcoming Annual General Meeting, would be paid to all those Members whose names appear in the Register of Members as on 1st July 2010.

Transfer to reserves

In accordance with the provisions of the Companies Act, 1956 read with Companies (Transfer to Reserves) Rules, 1975, the directors propose to transfer a sum of Rs. 500 lacs to general reserve out of the profits earned by the Company. A sum of Rs. 8,666.82 lacs is proposed to be retained in the profit & loss account.

Progress of the business

The sales for the year in respect of the Publishing Services business was Rs. 140 crores as against of Rs. 122 crores (after eliminating Rs. 40 crores sales of Publishing entity demerged from Company on 1 2th May, 2008) for the corresponding previous year. The net profit after tax was Rs.7.13 crores giving an EPS of Rs. 4.24 per Rs. 10 share."

The lower profitability as compared to the previous year is mainly due to the following reasons:

- Recessionary conditions in the major markets and strong competition, leading to higher discounts, pricing pressures and continuing commoditization of the core journals and books services markets.

- Strategic investments made in new technologies and processes which have increased short term cost but will produce benefits in future years.

- Demerger of the domestic publishing business with effect from 1 2th May 2008 as a consequence of the implementation of the Scheme of Arrangement.

Business Outlook

The company renamed itself as MPS Limited and brought all its services and its subsidiary MPS Technologies services under the same brand - MPS. This has improved the companys image as a complete solutions provider and opened up more opportunities to cross-sell our services.

The year has seen an expansion of our client base into new segments like university presses and magazines. The magazine production team has received magazine work from existing clients and has partnered with a large IT company to bid for new clients jointly; we expect this business to keep growing in the next year. With the availability of better reading devices, the demand for digital and online content has seen tremendous growth. This has forced publishers to change their digital strategies and the eBook, enhanced learning and new media segments are expected to show significant growth next year.

The company evolved during the year in response to market changes and adopted a new sales process. This process puts greater responsibility and accountability on the production teams for maintaining existing clients. This will enhance our sales focus in bringing in new business.

Detailed analysis, discussion and progress are given in the segmental reporting section in the Management Discussion and Analysis Report of the Annual Report.

(Charector not visible)

The registration of MPS Mobile Inc which was incorporated as a subsidiary of MPS Content Services Inc, USA in 2009 as a legal entity was de-activated with the Office of the Secretary of State, Oregon due to onset of recessionary conditions and downturn in the global economic environment.

MPS Mobile Inc, a subsidiary of MPS Content Service Inc (formerly ICC Macmillan Inc, USA) which was formed during the year was dissolved on 28th December 2009 since the company did not commence business.

Approval under Section 212 (8) of the Companies Act, 1956 was received from the Ministry of Company Affairs exempting publication of the accounts of the subsidiary companies and therefore the accounts of MPS Technologies Limited, MPS Content Services India Private Limited (Formerly ICC India Private Limited) MPS Content Services Inc, USA (Formerly ICC Macmillan Inc, USA) and MPS Mobile Inc are not attached. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report. Pursuant to Clause 41 of the Listing Agreement and as prescribed by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statement incorporating accounts of the subsidiary companies are attached. The Company will, however make available the annual accounts of the subsidiary companies and the related detailed information to the holding and subsidiary company investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection by any investor in its registered office and at the offices of the concerned subsidiary companies.

Detailed analysis, discussion and progress of the subsidiaries are given in the segmental reporting section in the Management Discussion and Analysis section of the Annual Report.

(Charector not visible)

The Company won the Special Export Award for 2008-09 from CAPEXIL in its category of products.

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The Companys current strategy remains:

To increase the size, scope and technological advantage of its business as a global, high value-add, IT-enabled service provider for publishing activities and be a leader in this area. The strategic intent is to play a major part in the harnessing of Indias skills, abilities and cost-advantages and to contribute to Indias domination of IT-enabled services in the coming years.

(Charector not visible)

The provisions regarding disclosure of particulars in Form A with respect to Conservation of Energy are not applicable to the Publishing Services industry as the operations are not energy- intensive. However constant efforts are made to make the infrastructure more energy efficient. Particulars regarding Technology Absorption, Research and Development in Form B are annexed to this report.

During the year under review, foreign exchange earned through exports was Rs. 14,057 lacs as against Rs. 12,239 lacs for the year ended 31st December 2008. The outgo of foreign exchange was Rs. 1,584 lacs as against the previous year outgo of Rs. 1,696 lacs. Thus the net foreign exchange earned by the Company was Rs. 12,473 lacs. The details of earnings and outgo are given in the Notes forming part of the Accounts for the period ended 31st December, 2009.

Under Articles 139 to 142 of the Articles of Association of the Company, Mr. D E Udwadia and Mr. R R Chari retire by rotation and being eligible, offer themselves for reappointment.

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The Companys Auditors, Messrs. Deloitte Haskins & Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from Messrs. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their re- appointment, if made, would be in conformity with the limits specified in the said section.

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With reference to point no. (vi) of the Auditors Report, it is submitted that the Company has submitted an application with the Ministry of Corporate Affairs, New Delhi, in e-Form 25A on 6th July 2009 with respect to the appointment of Mr. Rajiv K Seth as the Managing Director of the Company for a period of three years with effect from 1st February, 2009 till 31st January, 201 2 on the terms and conditions as approved by the Remuneration Committee, the Board of Directors and the Shareholders at the 39th Annual General Meeting held on 23rd June, 2009; the approval of the Central Government is awaited.

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Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forming part of the Directors Report for the year ended 31st December 2009 is annexed to this Report.

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The Members at the Annual General Meeting on 30th June 2005 had approved formulation of the "Employee Stock Option Scheme" for the eligible employees including Directors of your Company and its subsidiaries. No stock option was granted until the year ended 31st December 2009.

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a compliance report on Corporate Governance together with a certificate from the statutory auditors confirming compliance with the conditions of corporate governance stipulated in the said clause, is annexed to this report.

A declaration of Code of Conduct from its Managing Director, Mr Rajiv K Seth forms part of the Corporate Governance Report.

The Board has laid down a "Code of Conduct" for all Board members and senior management of the Company and the "Code of Conduct" has been posted in the website of the Company, www.macmillanpublishingsolutions.com.

Mr. Rajiv K Seth, Managing Director and Mr. Gautam Mukherjee, Chief Financial Officer of the Company have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.

Pursuant to sub-section (2AA) of Section 217 of the Companies (Amendment) Act 2001, the Directors confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations have been provided for material depar- tures, wherever applicable.

ii. The Directors have selected such accounting policies and applied them consistently, and made judgements and es- timates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st December, 2009 and the profit of the Com- pany for the financial year ended 31st December, 2009.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companys Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

The Directors wish to place on record their deep appreciation of the support and gvidance received from Macmillion, UK and Vertogsgruppe Geord Von Holzbrinck, Germany. The Company is dependent for its success on the support of its members, its outhars, itss costomers and above all its management and staff and the Directors wish to place on record their deep appreciation of this support during the year.

For and on behalf of the Board of Directors

LAWRENCE JENNINGS

CHAIRMAN

Bengaluru

3rd March 2010