2. OPERATIONAL HIGHLIGHTS

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

Standalone

The revenue from operations for the year ended 31
March 2026 stood at INR 43,825.57 lacs as against
INR 35,133.52 lacs for the previous year. The total
comprehensive income for the year ended 31 March
2026 was INR 13,125.67 lacs, EPS (Basic) INR 75.01
per share and EPS (Diluted) INR 74.98 per share as
against the total comprehensive income of INR 11,115.71
lacs, EPS (Basic) of INR 64.86 per share and EPS
(Diluted) INR 64.81 per share for the previous year.

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

Consolidated

The revenue from operations for the year ended 31
March 2026 stood at INR 76,836.38 lacs as against
INR 72,688.85 lacs for the previous year. The total
comprehensive income for the year ended 31 March
2026 was INR 20,312.91 lacs, EPS (Basic) INR 102.11
per share, and EPS (Diluted) INR 102.06 per share as
against INR 15,256.01 lacs, EPS (Basic) INR 87.80 per
share, and EPS (Diluted) INR 87.73 per share for the
previous year.

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

3. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the
financial year ended 31 March 2026, as stipulated under
Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), is
presented in a separate section, forming part of this
Annual Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the
Company during the financial year ended 31 March
2026.

5. DIVIDEND

During the financial year 2025-26, the Board of
Directors, in its meeting held on 16 May 2025,
recommended a final dividend of INR 50 per equity
share (face value INR 10 each) for the financial year

2024- 25. This dividend was approved by the Members
at the Annual General Meeting ("AGM") of the
Company held on 29 August 2025 and was paid within
30 days of approval.

Further, the Board of Directors of the Company has
not recommended any dividend for the financial year

2025- 26.

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

6. TRANSFER TO RESERVES

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

7. SHARE CAPITAL

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

8. STATUTORY AUDITORS AND AUDIT REPORT
Statutory Auditors

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

Based on the recommendation of the Audit Committee,
the Board of Directors, at its meeting held on 15 May
2026, has recommended the re-appointment of M/s.
Walker Chandiok & Co LLP as the Statutory Auditors
of the Company for a second term of five consecutive
years, commencing from the conclusion of the ensuing
56^th AGM until the conclusion of the 61^st AGM of the
Company to be held in the calendar year 2031.

Accordingly, a resolution seeking the approval of
the Members for the re-appointment of M/s. Walker
Chandiok & Co LLP, as the Statutory Auditors of the
Company, forms part of the Notice convening the ensuing
56^th AGM, which is included in this Annual Report.

The Company has received their written consent to act as
the Statutory Auditors, along with a certificate confirming
that their re-appointment, if approved by the Members,
will be in accordance with the provisions of Sections 139
and 141 of the Companies Act, 2013 and the applicable
rules made thereunder.

Statutory Auditors' Report

The Auditors' Report on the standalone and consolidated
financial statements of the Company for the financial year
ended 31 March 2026, read with relevant notes thereon,
is self-explanatory and therefore does not call for any
further comments. The Auditors' Report does not contain
any qualifications, reservations, or adverse remarks.

Details with respect to frauds reported by Auditors

During the year under review, the Statutory Auditors of
the Company have not reported any matter under the
second proviso to Section 143(12) of the Companies
Act, 2013. Accordingly, there are no particulars required
to be disclosed by the Company under Section 134(3)
(ca) of the Companies Act, 2013 in this regard.

9. SUBSIDIARY COMPANIES AND THEIR
FINANCIAL STATEMENTS

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

The Consolidated Financial Statements of the Company,
including the direct and indirect subsidiaries, are
presented in a separate section, forming part of this
Annual Report. The Consolidated Financial Statements

have been prepared in compliance with the applicable
Accounting Standards and, wherever applicable, the
SEBI Listing Regulations.

Further, pursuant to Section 129 of the Companies Act,
2013, read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features
of the Financial Statements of Subsidiaries, including
Indirect Subsidiaries, in Form AOC-1 forms part of the
Consolidated Financial Statements of the Company.

Further, pursuant to Section 136 of the Companies Act,
2013, the Financial Statements, including the Consolidated
Financial Statements, the Financial Statements of
Subsidiaries (Direct and Indirect), and all other documents,
are also available on the 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 2026 was INR 11,449.47 lacs
as compared to INR 7,241.19 lacs during the previous
year. The profit before tax for the financial year was
INR 453.65 lacs, and the total comprehensive income
was INR 2,064.78 lacs as compared to the previous
year's profit before tax of INR 205.76 lacs and total
comprehensive income of INR 404.42 lacs.

American Journal Experts, LLC (AJE), Delaware, a
Special Purpose Vehicle ("SPV") incorporated on 20
February 2024 and a wholly owned subsidiary of
MPS North America, LLC, together with its step-down
subsidiaries, American Journal Experts, LLC, North
Carolina ("AJE LLC") and American Journal Online
(Beijing) Information Consulting Limited ("AJO"), are the
leading scientific language editing service provider and
trusted partner to academic and author communities,
with over one million manuscripts edited.

For the financial year ended 31 March 2026, the
Revenue from Operations of AJE LLC was INR 10,097.28
lacs, profit before tax was INR 5,248.00 lacs, and

total comprehensive income was INR 4,853.33 lacs
as compared to the previous year's Revenue from
Operations of INR 14,585.89 lacs, profit before tax of
INR 3,963.64 lacs and total comprehensive income of
INR 3,173.45 lacs.

For the financial year ended 31 March 2026, the Revenue
from Operations of AJO was INR 6,747.56 lacs, profit
before tax was INR 782.01 lacs, and total comprehensive
income was INR 628.58 lacs as compared to the previous
year's Revenue from Operations of INR 8,628.80
lacs, profit before tax of INR 920.92 lacs and total
comprehensive income of INR 695.45 lacs.

Semantico Limited, UK, the wholly owned subsidiary of
MPS North America, LLC, is in the business of providing
platform development and maintenance.

The Revenue from Operations of Semantico Limited for the
financial year ended 31 March 2026 was INR 1,739.16
lacs as compared to INR 1,672.16 lacs during the previous
year. The profit before tax for the year ended 31 March
2026 was INR 60.78 lacs, and the total comprehensive
income was INR 58.96 lacs, as compared to the previous
year's profit before tax of INR 49.22 lacs and total
comprehensive income of INR 43.64 lacs.

During the financial year ended 31 March 2026, MPS
North America LLC completed the acquisition of 100%
equity stake in Unbound Medicine, Inc., USA, pursuant
to a Stock Purchase Agreement dated 30 January 2026.
Following completion of the transaction and payment of
the consideration, Unbound Medicine, Inc., USA became
a wholly-owned subsidiary of MPS North America LLC.

Unbound Medicine, Inc., is a U.S.-based healthcare
learning technology Company providing mobile-first and
AI-enabled clinical decision support and medical education
platforms for healthcare professionals and institutions.

The Revenue from Operations of Unbound Medicine,
Inc., USA, for the financial year ended 31 March 2026
was INR 1,178.08 lacs. The profit before tax for the year
ended 31 March 2026 was INR 217.93 lacs, and the
total comprehensive income was INR 56.46 lacs.

MPS Interactive Systems Limited is an emotionally
intelligent learning design Company with over three
decades of experience in designing digital learning and
performance support solutions that drive performance
gains and maximize training ROI and ROE.

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

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

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

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

The Revenue from Operations of Liberate Group
for the financial year ended 31 March 2026 was
INR 3,707.42 lacs as compared to INR 4,280.08 lacs
during the previous year. The profit before tax for the
year ended 31 March 2026 was INR 979.93 lacs, and
the total comprehensive income was INR 753.69 lacs
as compared to the previous year's profit before tax of
INR 1,181.22 lacs and total comprehensive income of
INR 900.78 lacs.

Subsequent to the closure of the financial year ended
31 March 2026, App-eLearn Pty Ltd was de-registered

on 13 May 2026 in accordance with applicable laws
and regulations.

MPS Europa AG, a wholly-owned subsidiary of
the Company, is focused on AR/VR technologies, a
learning assessment engine, and an LMS platform for
experiential learning for the modern workforce.

The Revenue from Operations of MPS Europa AG for the
year ended 31 March 2026 was INR 532.41 lacs as
compared to INR 789.56 lacs during the previous year.
The loss before tax for the year ended 31 March 2026
was INR 153.53 lacs, and the total comprehensive
expenses was INR 114.92 lacs, as compared to the
previous year's profit before tax of INR 32.69 lacs and
total comprehensive income of INR 54.86 lacs.

TOPSIM GmbH, a wholly-owned subsidiary of the
Company, is focused on a multiplayer workshop-based
simulation platform for management education.

The Revenue from Operations of TOPSIM GmbH for the
financial year ended 31 March 2026 was INR 2,053.47
lacs as compared to INR 1,822.76 lacs during the previous
year. The profit before tax for the year ended 31 March
2026 was INR 277.62 lacs, and the total comprehensive
income was INR 241.51 lacs as compared to the previous
year's profit before tax of INR 275.90 lacs and total
comprehensive income of INR 254.24 lacs.

Material Subsidiaries

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

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

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

Unbound Medicine, Inc., USA, became a wholly owned
step-down subsidiary of the Company.

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

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

11. BOARD MEETINGS

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

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

12. AUDIT COMMITTEE

In compliance with Section 177 of the Companies Act,
2013, and Regulation 18 of the SEBI Listing Regulations,
as of 31 March 2026, the Audit Committee of MPS
Limited comprises 3 (three) Directors, 2 (Two) of whom
are Independent Directors. The Composition, Meetings,
Attendance, and Role/Terms of Reference are provided
in the Report on Corporate Governance, which forms
part of this Annual Report.

13. FORMAL ANNUAL EVALUATION

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

(i) the Board as a whole;

(ii) various Committees of the Board; and

(iii) the Individual Directors (including Independent
Directors and the Chairperson)

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

The performance of the Board was evaluated based
on inputs from the Board Members, covering the
inputs on the 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 fulfilment
of key responsibilities, Committee dynamics, and quality
of the relationship of the Committee with the Board and
the Management.

The performance of the Individual Directors was
reviewed based on inputs from the Board Members,
including input on the contribution of the Individual
Directors to the Board and Committee meetings.

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

Pursuant to the requirements of Schedule IV to the
Companies Act, 2013, and the SEBI Listing Regulations,
a meeting of the Independent Directors was held on
02 February 2026, for the purpose of carrying out
the annual performance evaluation of the Board, its
Committees, the Chairman, and the Non-Independent
Directors, without the presence of the Non-Independent
Directors and Members of the Management. At this
meeting, the Independent Directors, inter alia, reviewed
the performance of the Non-Independent Directors, the
Board as a whole, the Committees of the Board, and the
Chairman of the Company, taking into consideration the
views of both Executive and Non-Executive Directors.
They also assessed the quality, quantity, and timeliness
of the flow of information between the Management and

the Board, which is critical for the Board to effectively
discharge its responsibilities.

The observations and feedback of the Independent
Directors were duly communicated to the Chairman of
the Board as part of this evaluation process.

14. DECLARATION BY INDEPENDENT DIRECTOR(S)
UNDER SUB-SECTION (6) of SECTION 146

All Independent Directors have submitted their
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, to qualify themselves to be appointed
as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules thereof.

In the opinion of the Board, the Independent
Directors fulfil the criteria of independence specified
in Section 149(6) of the Companies Act, 2013, and
Regulation 16(1)(b) of the SEBI Listing Regulations and
are independent of the management. The Independent
Directors have also confirmed that they have complied
with the 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 AND KEY
MANAGERIAL PERSONNEL APPOINTED OR WHO
CEASED TO HOLD OFFICE DURING THE YEAR AND
UP TO THE DATE OF THIS REPORT

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

Changes in the Board of Directors

During the financial year 2025-26, Ms. Yamini Tandon
(DIN: 06937633), Non-Executive Non-Independent
Director, resigned from the Board with effect from the

close of business hours on 02 February 2026 due to
personal reasons. The Board places on record its sincere
appreciation for her valuable contribution and guidance
during her tenure with the Company.

Board Composition

As of 31 March 2026, the 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:

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

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

Key Managerial Personnel

There was no change in the Key Managerial Personnel
of the Company during the Financial Year 2025-26.

The details of KMPs of the Company in accordance with
Section 2(51) and Section 203 of the Companies Act,
2013, read with rules framed thereunder, as of 31 March
2026, are as follows:

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

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

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

During the year under review, the Company transferred
an amount of INR 2,71,740 (Rupees Two Lacs Seventy-
One Thousand Seven Hundred and Forty Only),
pertaining to the final dividend for the financial year
2017-18, to the IEPF, as the same remained unpaid/
unclaimed for a period of seven consecutive years.
Further, 1,039 (One Thousand Thirty-Nine) equity
shares, in respect of which dividends remained unpaid/
unclaimed for seven consecutive years, were also
transferred to the demat account of the IEPF Authority,
after providing due notice to the concerned shareholders,
in accordance with the applicable provisions of the
Companies Act, 2013, and the rules made thereunder.

Details of unpaid/unclaimed dividends and shares
transferred to or liable to be transferred to the IEPF are
available on the Company's website at the web link:
https://www.mpslimited.com/investors-overview/.

17. SECRETARIAL AUDIT AND COMPLIANCE
Secretarial Audit

Pursuant to Regulation 24A of the SEBI Listing Regulations,
M/s. Sridharan & Sridharan Associates, Company
Secretaries (Firm Registration No.: P2022TN093500),
were appointed as the Secretarial Auditors of the
Company by the Members at the 55^th AGM for a term
of five consecutive years, up to the conclusion of the 60^th
AGM to be held in the calendar year 2030.

In terms of Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A
of SEBI Listing Regulations, M/s. Sridharan & Sridharan
Associates, Company Secretaries, the Secretarial
Auditors of the Company, carried out the Secretarial
Audit of the Company for the financial year 2025-26.
The Secretarial Audit Report as given by the Secretarial
Auditors, in Form No. MR-3 of MPS Limited is annexed
to this Report as "Annexure-A.I".

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

The Secretarial Auditors have not expressed any
qualification, reservation, or adverse remark in their
reports, and the reports are self-explanatory. The
Secretarial Auditors have not reported any matter under
Section 143(12) of the Companies Act, 2013, and
therefore no details are required to be disclosed under
Section 134(3)(ca) of the Companies Act, 2013.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the SEBI Listing
Regulations, read with SEBI Circular No. CIR/CFD/
CMD1/27/2019 dated 08 February 2019, the
Company received the Secretarial Compliance Report
for the financial year ended 31 March 2026 from M/s.
Sridharan & Sridharan Associates, Company Secretaries,
who acted as the Secretarial Auditors of the Company.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

19. DEPOSITS

During the financial year 2025-26, the Company did
not accept any deposit within the purview of Sections
73 and 74 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014.

20. PARTICULARS OF LOANS, GUARANTEES,
OR INVESTMENTS

The Company is in compliance with Section 186 of the
Companies Act, 2013, in respect of loans and investments
made by the Company, as applicable. Details thereof
are disclosed in the notes to the Standalone Financial
Statements, which form part of this Annual Report.

21. NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors, KMPs, and
Senior Management Personnel of the Company is in
accordance with the Nomination and Remuneration

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

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

• To lay down the criteria for determining
qualifications, positive attributes and Independence
of a Director and recommend to the Board a policy
relating to the remuneration of Directors, key
managerial personnel, senior management and
other employees based on the 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 the evaluation of the
performance of Directors, key managerial personnel,
and senior management personnel.

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

• To devise a policy on the diversity of the Board of
Directors.

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

The full version of the Nomination and Remuneration
policy of the Company may be accessed on
the 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 Rule 5(1) of Companies (Appointment

and Remuneration of Managerial Personnel) Rules,
2014, are annexed to this Report as "Annexure-B".

Pursuant to the first proviso to Section 136(1) of the
Companies Act, 2013, the Annual Report is being
circulated without the statement containing particulars
of employees as required under Rule 5(2) read with
Rule 5(3) of the aforesaid Rules. The said information is
available for inspection by the Members during business
hours on all days except Saturdays, Sundays, and
holidays. Any member interested in inspecting the same
may write to the Company Secretary of the Company at
investors@mpslimited.com.

23. 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 the SEBI
Listing Regulations, the Company has an effective Risk
Management Committee in place to frame, implement
and monitor the risk management plan for the Company.
The Risk Management Committee regularly monitors
and reviews the risk management plan along with other
assigned functions. The Company has a robust risk
management policy that identifies and evaluates business
risks and opportunities, strategies for timely evaluation,
reporting, and monitoring of the key business risks and
their mitigation. The Company recognizes that these risks
need to be managed and mitigated to protect the interests
of the stakeholders and to achieve business objectives.

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

Furthermore, Mr. Vijendra Narendra Kumar, Chief
Technology Officer, served as the Chief Risk Officer
(CRO) of the Company during FY 2025-26. In this
role, he played a pivotal role in overseeing and
driving the Company's risk management framework,
including the identification, assessment, mitigation,
monitoring, and reporting of key business risks.

The Risk Management Committee met periodically
during the year to, inter alia, review the methodology,
processes, and systems for identifying, monitoring,
and evaluating the risks associated with the
Company's business. The Committee also oversaw
the implementation of the Risk Management Policy,
assessed the adequacy and effectiveness of the
Company's risk management framework, and
reviewed key risk mitigation measures to strengthen
organizational resilience and support the achievement
of the Company's strategic objectives.

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

25. INTERNAL FINANCIAL CONTROL (IFC)
SYSTEM AND ITS ADEQUACY

Pursuant to the provisions of Section 134(3)(q) of the
Companies Act, 2013, and Rule 8(5)(viii) of the Companies
(Accounts) Rules, 2014, the term Internal Financial Control

(IFC) means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of
its business, including adherence to 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 a well-defined and effective internal
control system commensurate with the size, nature, and
complexity of its business. The internal control framework
is designed to ensure efficient operations, reliability of
financial reporting, safeguarding of assets, compliance
with applicable laws and regulations, and adherence to
the Company's policies and procedures.

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

During the year, the Company engaged
M/s. PricewaterhouseCoopers Services LLP (PwC),
its Internal Auditors, to verify and report on the
operational and financial controls of the Company.
The Internal Audit team of PwC conducted quarterly
audits, which included a review of the operating
effectiveness of internal controls. Additionally,
M/s. Walker Chandiok & Co LLP, Chartered
Accountants, the Statutory Auditors of the Company,
were responsible for auditing and reporting on the
Standalone and Consolidated Financial Statements of
the Company. The Audit Committee reviews the reports
submitted by the Management, Internal Auditors, and
Statutory Auditors. The suggestions for improvement
are considered, and the Audit Committee follows up on
corrective action.

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

26. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the
financial year 2025-26 were conducted in the ordinary
course of business and on an arm's length basis, in
compliance with the provisions of the Companies

Act, 2013, read with the applicable rules thereunder,
and the SEBI Listing Regulations. The Audit Committee
granted omnibus approval for such transactions, which
were subsequently reviewed on a quarterly basis in
accordance with Section 188 of the Companies Act,
2013, the rules made thereunder, Regulation 23 of the
SEBI Listing Regulations, and the applicable accounting
standards.

During the year under review, the Company did not
enter into any related party transactions that could
be considered to have a potential conflict with the
interests of the Company at large. Further, there were
no material related party transactions as defined under
Section 188(1) of the Companies Act, 2013, entered
into with any related party. Details of all related party
transactions are disclosed in the Standalone and
Consolidated Financial Statements of the Company.

In accordance with the provisions of Section 188 of
the Companies Act, 2013, read with the relevant rules,
Form AOC-2 containing 'Nil' particulars is annexed to
this Report as "Annexure C".

The Company has also adopted a Policy on Related
Party Transactions, which was last revised by the Board
of Directors at its meeting held on 02 February 2026.
The Policy is available on the Company's website at the
following link: https://www.mpslimited.com/Policies/
Related-Party-Transaction-Policy.pdf.

27. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM (WHISTLE-BLOWER POLICY)

The Company adheres to the requirements outlined
in Section 177 of the Companies Act, 2013, and
Regulation 22 of the SEBI Listing Regulations, and has
in place an effective Vigil Mechanism/Whistle Blower
Policy. This policy enables Directors and Employees to
report concerns relating to unethical behaviour, actual
or suspected fraud, or violations of the 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/Whistle-
Blower-Policy.pdf.

28. PREVENTION OF SEXUAL HARASSMENT AT
THE WORKPLACE

The Company maintains a zero-tolerance policy towards
sexual harassment and is committed to fostering a safe
and respectful work environment for all employees. We
are dedicated to upholding a culture of dignity, equality,
and mutual respect across the organization.

The Company has implemented a robust policy on the
Prevention of Sexual Harassment at the Workplace,
in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The policy is accessible to all
employees via the 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 2025-26, 2 (two) complaints
of sexual harassment were received, the summary is as
follows:

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. COMPLIANCE WITH PROVISIONS RELATING
TO MATERNITY BENEFITS

During the financial year ended 31 March 2026,
the Company complied with the applicable statutory
provisions relating to maternity benefits, including

provisions governing maternity leave, nursing breaks and
other related entitlements for eligible women employees.

The Company has appropriate policies and practices
in place to provide maternity benefits in accordance
with applicable labour laws and remains committed
to maintaining a supportive, inclusive and employee-
friendly work environment.

30. ANNUAL RETURN

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

31. CORPORATE SOCIAL RESPONSIBILITY

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

The Company has also formulated a CSR Policy that
outlines its approach towards social responsibility
initiatives. The Policy is available on the Company's
website at the following link: https://www.mpslimited.
com/Policies/Corporate-Social-Responsibility-Policy.
pdf.

During the financial year 2025-26, the Company
incurred an expenditure of INR 266.00 lacs towards
CSR activities, in line with the statutory requirements.
Pursuant to the provisions of Section 134(3)(o) of the
Companies Act, 2013, read with Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
a detailed report on CSR activities-covering, inter alia,
a brief outline of the CSR Policy and the initiatives
undertaken during the year-is annexed to this Report as
"Annexure D".

32. CORPORATE GOVERNANCE

The Company remains committed to enhancing
shareholder value by upholding the highest standards
of accountability, transparency, and integrity in its
operations. In line with this commitment, the Report
on Corporate Governance, as prescribed under
Regulation 34(3) read with Section C of Schedule V
of the SEBI Listing Regulations, forms an integral part
of this Annual Report.

A certificate from M/s. Sridharan & Sridharan
Associates, Company Secretaries, confirming com¬
pliance with the Corporate Governance requirements
as specified under Regulations 17 to 27 and claus¬
es (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 finan¬
cial year ended 31 March 2026, is annexed to the
Report on Corporate Governance.

33. ENVIRONMENT, HEALTH, AND SAFETY

The Company remains steadfast in its commitment to
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.

34. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

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

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

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

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

35. EMPLOYEE STOCK OPTION SCHEME

Pursuant to SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (hereinafter referred
to as the "SEBI ESOP Regulations"), the shareholders
of the Company, vide Postal Ballot Resolution dated
21 January 2023, approved the 'MPS Limited-
Employee Stock Options Scheme 2023' ("ESOS
2023" or "Scheme") authorizing the Nomination
and Remuneration Committee to grant to the eligible
employees of the Company and its subsidiary(ies) not
exceeding 4,00,000/- (Four lacs) employee stock
options, convertible into not more than an equal number
of equity shares of the face value of INR 10/- (Rupees
Ten), each fully paid up upon exercise, out of which
not more than 2,00,000 (Two lacs) equity shares are
to be sourced from Secondary Acquisition from time to
time through an employee welfare trust named 'MPS
Employee Welfare Trust' ("Trust").

During the financial year 2023-24, on 11 April 2023, the
Nomination and Remuneration Committee approved the
first grant of 74,030 (Seventy-Four Thousand and Thirty
Only) options under the Scheme, each exercisable into
one fully paid-up equity share of INR 10/- to eligible
employees.

During the financial year 2024-25, on 27 September
2024, the Nomination and Remuneration Committee
approved the second grant of 1,10,970 (One Lac Ten
Thousand Nine Hundred and Seventy Only) options
under the Scheme, each exercisable into one fully
paid-up equity share of INR 10/- to eligible employees.

During the financial year 2025-26, on 05 May 2025,
the Nomination and Remuneration Committee approved
the third grant of 58,900 (Fifty-Eight Thousand Nine
Hundred Only) options under the Scheme, each
exercisable into one fully paid-up equity share of INR
10/- to eligible employees.

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

Subsequent to the closure of the financial year ended
31 March 2026, on 04 May 2026, the Nomination
and Remuneration Committee approved the fifth grant of
79,009 (Seventy-Nine Thousand and Nine Only) options
under the Scheme, each exercisable into one fully paid-up
equity share of INR 10/- to eligible employees.

Pursuant to SEBI ESOP Regulations, all the existing and
proposed benefits under this scheme are administered
by a trust under the supervision of the Nomination and
Remuneration Committee of the Company.

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

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

The Certificate from the Secretarial Auditors of the
Company certifying that the Scheme is being implemented
in accordance with the SEBI ESOP Regulations and
the resolution passed by the Members is available on
the Company'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 electronic mode upon login to the CDSL Portal.

36. CONSERVATION OF ENERGY, RESEARCH &
DEVELOPMENT, TECHNOLOGY ABSORPTION,
ADAPTATION & INNOVATION, AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

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

A. Conservation of Energy

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

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

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

C. Foreign Exchange Earnings and Outgo

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

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

In compliance with Regulation 34 of SEBI Listing
Regulations, the Company is required to prepare a
Business Responsibility and Sustainability Report on the
environmental, social, and governance disclosures. The
Business Responsibility and Sustainability Report of the
Company for the financial year ended 31 March 2026,
is presented in a separate section which forms part of this
Report as "Annexure-F".

38. SIGNIFICANT DEVELOPMENTS AFTER THE
CLOSE OF THE FINANCIAL YEAR

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

39. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND 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.

40. SCHEME OF AMALGAMATION

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

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

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

41. OTHER DISCLOSURES

There were no transactions on the following matters
during the year, and hence no reporting or disclosure
is required:

• Issue of equity shares with differential rights as to div¬
idend, 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 re¬
ferred to in this Report.

• There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

• There was no instance of a one-time settlement with
any Bank or Financial Institution.

• Maintenance of cost records and requirement of cost
audit as prescribed pursuant to Section 148(1) of the
Companies Act, 2013, does not apply to the business
activities carried out by the Company.

42. APPRECIATION

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

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

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