1. We have audited the accompanying standalone
financial statements of MPS Limited ('the Company'),
which comprise the Standalone Balance Sheet as at
31 March 2026, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income),
the Standalone Statement of Cash Flow and the
Standalone Statement of Changes in Equity for
the year then ended, and notes to the standalone
financial statements, including material accounting
policy information and other explanatory
information.

2. In our opinion and to the best of our information
and according to the explanations given to us,
and based on the consideration of the reports
of the branch and other auditor as referred to in
paragraph 15 below, the aforesaid standalone
financial statements give the information required
by the Companies Act, 2013 ('the Act') in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards
('Ind AS') specified under section 133 of the Act
read with the Companies (Indian Accounting
Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the state
of affairs of the Company as at 31 March 2026,
and its profit (including other comprehensive
income), its cash flows and the changes in equity
for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section
143(10) of the Act. Our responsibilities under those
standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (' IC AI') together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Act and the rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have
obtained together with the audit evidence obtained
by the branch and other auditor, in terms of their
reports referred to in paragraph 15 of the Other
Matter section below is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in
our professional judgment, and based on the
consideration of the reports of the branch and other
auditor as referred to paragraph 15 below, were
of most significance in our audit of the standalone
financial statements of the current period. These
matters were addressed in the context of our audit
of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Information other than the Standalone Financial
Statements and Auditor's Report thereon

6. The Company's Board of Directors are responsible
for the other information. The other information
comprises the information included in the annual
report, but does not include the standalone financial
statements and our auditor's report thereon. The
annual report, is expected to be made available to
us after the date of this auditor's report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial

statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read the annual report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements
have been approved by the Company's Board
of Directors. The Company's Board of Directors
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity
and cash flows of the Company in accordance
with the Ind AS specified under section 133 of
the Act and other accounting principles generally
accepted in India. This responsibility also includes
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are
free from material misstatement, whether due to
fraud or error.

8. In preparing the standalone financial statements, the
Board of Directors are responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Board of Directors either intend
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

9. The Board of Directors is also responsible for
overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the Standalone

Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue
an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with Standards on Auditing will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and
are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of the
Act we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control;

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of

accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor's report. However, future events or
conditions may cause the Company to cease to
continue as a going concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation; and

• Obtain sufficient appropriate audit evidence
regarding the business activities and financial
statements of the Company which includes
financial information of its branches and MPS
Employee Welfare Trust, to express an opinion
on the standalone financial statements. We are
responsible for the direction, supervision and
performance of the audit of financial statements
of the Company and such branches included in
the standalone financial statements, of which
we are the independent auditors. For the MPS
Employee Welfare Trust and 1 branch included
in the standalone financial statements, which have
been audited by the branch and other auditor,
such branch and other auditor remain responsible
for the direction, supervision and performance of
the audits carried out by them. We remain solely
responsible for our audit opinion.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

13. We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

14. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matter

15. We did not audit the financial statements of the
MPS Employee Welfare Trust (Trust) and 1 branch
included in the standalone financial statements of
the Company whose financial statements reflects
total assets of ? 1,839.46 lakhs as at 31 March
2026, total revenues of ? 797.67 lakhs and net cash
outflows of ? 119.16 lakhs for the year ended on that
date. These financial statements have been audited
by the branch and other auditors whose reports
have been furnished to us by the management, and
our opinion on the standalone financial statements,
in so far as it relates to the amounts and disclosures
included in respect of the Trust and 1 branch, and
our report in terms of sub-section (3) of section 143
of the Act in so far as it relates to the aforesaid Trust
and 1 branch , is based solely on the report of such
branch and other auditor.

Further, the aforementioned financial statements
of the Trust have been prepared in conformity
with the Accounting Standards specified under
section 133 of the Act, read with the Companies
(Accounting Standards) Rules, 2021 which have
been audited by other auditor under generally
accepted auditing standards applicable in India.
The Company's management has converted these
financial statements of Trust to the accounting

principles enunciated under the Indian Accounting
Standards ('Ind AS') specified under section
133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 as applicable
to the Company. We have audited these
conversion adjustments made by the Company's
management.

Furthermore, the aforesaid branch is located
outside India whose financial statements and
other financial information have been prepared in
accordance with accounting principles generally
accepted in its respective country and which have
been audited by branch auditor under generally
accepted auditing standards applicable in its
respective country. The Company's management
has converted the financial statements of such
branch from accounting principles generally
accepted in its respective country to accounting
principles generally accepted in India. We have
audited these conversion adjustments made by
the Company's management. Our opinion on the
standalone financial statements, in so far as it relates
to the amounts and disclosures included in respect
of such Trust and branch, is based on the reports
of branch and other auditor and the conversion
adjustments prepared by the management of the
Company and audited by us.

Our opinion above on the standalone financial
statements, and our report on other legal and
regulatory requirements below, are not modified
in respect of the above matters with respect to our
reliance on the work done by and the reports of the
branch and other auditor.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act, based
on our audit, we report that the Company has
paid remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditor's Report)
Order, 2020 ('the Order') issued by the Central
Government of India in terms of section 143(11) of
the Act we give in the Annexure I a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

18. Further to our comments in Annexure I, as required
by section 143(3) of the Act based on our audit,
and on the consideration of the reports of the branch
and other auditor as referred to in paragraph 15
above, we report, to the extent applicable, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b) Except for the matters stated in paragraph 18(i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion, proper books
of account as required by law have been kept
by the Company so far as it appears from our
examination of those books;

c) The reports on the accounts of the branch office
of the Company audited under section 143(8)
of the Act by the branch auditor has been sent
to us and has been properly dealt with by us in
preparing this report;

d) The standalone financial statements dealt with
by this report are in agreement with the books of
account;

e) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

f) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2026 from being
appointed as a director in terms of section 164(2)
of the Act;

g) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 18(b) above on
reporting under section 143(3)(b) of the Act and
paragraph 18 (i)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);

h) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March 2026
and the operating effectiveness of such controls,
refer to our separate report in Annexure II wherein
we have expressed an unmodified opinion; and

i) With respect to the other matters to be included
in the Auditor's Report in accordance with
rule 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and
to the best of our information and according to
the explanations given to us and based on the
consideration of the reports of the branch and
other auditor as referred to in paragraph 15
above:

i. The Company, as detailed in note 39 to
the standalone financial statements, has
disclosed the impact of pending litigations on
its financial position as at 31 March 2026;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2026;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by the
Company during the year ended 31 March
2026;

iv. a. The management has represented that,

to the best of its knowledge and belief,
other than as disclosed in note 52 to
the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
securities premium or any other sources
or kind of funds) by the Company to
or in any persons or entities, including
foreign entities ('the intermediaries'), with
the understanding, whether recorded in
writing or otherwise, that the intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on
behalf of the Company ('the Ultimate
Beneficiaries') or provide any guarantee,
security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief,
as disclosed in note 52 to the standalone
financial statements, no funds have been

received by the Company from any
persons or entities, including foreign
entities ('the Funding Parties'), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party ('Ultimate
Beneficiaries') or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the management representations under
sub-clauses (a) and (b) above contain any
material misstatement.

'. The final dividend paid by the Company
during the year ended 31 March 2026 in
respect of such dividend declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.

'i. As stated in Note 47 to the standalone
financial statements and based on our
examination which included test checks,
except for instances/matters mentioned
below, the Company, in respect of financial
year commencing on 1 April 2025, has
used accounting software for maintaining
its books of account which have a feature
of recording audit trail (edit log) facility and
the same have been operated throughout the
year for all relevant transactions recorded
in the software. Further, during the course
of our audit we did not come across any
instance of audit trail feature being tampered
with. Furthermore, except for instances/
matters mentioned below the audit trail has
been preserved by the Company as per the
statutory requirements for record retention.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Rohit Arora

Partner

Place: Pune Membership No.: 504774

Date: 15 May 2026 UDIN: 26504774LBEWUE7060