MPS Ltd

Your Directors are pleased to present the 54^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 2024.

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 under review along with the previous year's figures is summarized below:

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 2024 stood at INR 32,756.74 Lacs as against INR 29,801.28 Lacs for the previous year. The total comprehensive income for the year ended 31 March 2024 was INR 10,646.44 Lacs and EPS (Basic) INR 62.75 per share and EPS (Diluted) INR 62.70 per share as against the total comprehensive income of INR 9,011.43 Lacs and EPS (Basic and Diluted) of INR 50.47 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 2024 stood at INR 54,530.65 Lacs as against INR 50,104.68 Lacs for the previous year. The total comprehensive income for the year ended 31 March 2024 was INR 12,098.46 Lacs and EPS (Basic) INR 70.01 per share and EPS (Diluted) INR 69.96 per share as against INR 12,094.85 Lacs and INR 63.87 per share (Basic and Diluted) 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; 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 under review, 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, forming part of the Annual Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31 March 2024.

5. DIVIDEND

In line with the Dividend Distribution Policy of the Company, which is available on the Company's website at the web link https://www.mpslimited.com/Policies/ Dividend-Distribution-Policy.pdf, during the financial year 2023-24, the Board of Directors of the Company, in their meeting of 27 October 2023, declared an interim dividend of INR 30 per equity share of face value of INR 10/-each for the financial year 2023-24, to the shareholders who were recorded in the register of members as on 06 November 2023, 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 on 21 May 2024, recommended a Final Dividend of INR 45 per equity share of the face value of INR 10/- each for the financial year 2023-24. 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

01 August 2024, 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 2023-24, including the proposed final dividend, amounts to INR 75 per equity share of the face value of INR 10 each and would involve a total outflow of INR 12,829.36 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 share capital of the Company as of 31 March 2024 is INR 1,710.58 Lacs. During the financial year 2023-24, 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 forming 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 2024, 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 in respect of frauds reported by Auditors

During the year under review, 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) subsidiaries as of 31 March 2024. There has been no material change in the nature of the business of the subsidiaries during the financial year ended 31 March 2024.

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.

During the year under review:

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 K-12, Higher Education, Academic and STM publishers, ed tech companies, and schools.

The revenue of MPS NA LLC for the year ended 31 March 2024 was INR 6,943.07 Lacs as compared to INR 8,720.48 Lacs, during the previous year. The profit before tax for the year was INR 2,175.97 Lacs and the profit after tax and before other comprehensive income was INR 2,040.26 Lacs as compared to the previous year's profit before tax of INR 472.25 Lacs and profit after tax and before other comprehensive income of INR 350.97 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 of MPS Interactive Systems Limited for the year ended 31 March 2024 was INR 8,275.07 Lacs, as compared to INR 10,032.07 Lacs, during the previous year. The profit before tax for the year ended 31 March 2024 was INR 1,246.80 Lacs and the profit after tax and before other comprehensive income was INR 981.83 Lacs as compared to the previous year's profit before tax of INR 2,494.08 Lacs and profit after tax and before other comprehensive income of INR 1,832.11 Lacs.

MPS Europa AG: 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 of MPS Europa AG for the year ended 31 March 2024 was INR 1,259.09 Lacs as compared to INR 1,016.07 Lacs, during the previous year. The profit before tax for the year ended 31 March 2024 was INR 408.50 Lacs and the profit after tax and before other comprehensive income was INR 362.91 Lacs as compared to the previous year's loss before tax as well as loss after tax and before other comprehensive income of INR 76.45 Lacs.

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

The revenue of TOPSIM GmbH for the financial year ended 31 March 2024 was INR 1,807.69 Lacs as compared to INR 1,569.47 Lacs, during the previous year. The profit before tax for the year ended 31 March 2024 was INR 272.70 Lacs and the profit after tax and before other comprehensive income was INR 277.10 Lacs as compared to the previous year's profit before tax of INR 234.72 Lacs and profit after tax and before other comprehensive income of INR 258.53 Lacs.

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/.

10. NAMES OF COMPANIES THAT HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES, DURING THE YEAR

During the year, on 29 February 2024, MPS North America, LLC, via its Special Purpose Vehicle, i.e., American Journal Experts LLC (incorporated w.e.f. 20 February 2024), acquired a 100% stake in Research Square AJE LLC, North Carolina, USA, along with its subsidiary, American Journal Online (Beijing) Information Consulting Company Limited, Beijing, China, from Springer Science+Business Media LLC, a Subsidiary of Springer Nature Group. As a result, American Journal Experts LLC, Research Square AJE LLC, and American Journal Online (Beijing) Information Consulting Company Limited became the step-down subsidiaries of the Company.

Further, during the year, on 31 August 2023, MPS Interactive Systems Limited acquired 65% shares held by the shareholders of each entity of Liberate Group, i.e., Liberate Learning Pty Ltd (Australia), Liberate eLearning Pty Ltd (Australia), App-eLearn Pty Ltd (Australia), and Liberate Learning Limited (New Zealand) ("Liberate Group"). As a result, Liberate Group became the step-down subsidiary of the Company.

Further, during the year, on 06 June 2023, Highwire Press Limited, a step-down subsidiary of the Company, has been voluntarily dissolved, as per the applicable Laws of the United Kingdom, and ceased as a step-down subsidiary of the Company. 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 2024.

11. BOARD MEETINGS

During the year ended 31 March 2024, the Board of Directors of the Company met 7 (Seven) 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 forming 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 2024, the Audit Committee of MPS Limited comprises 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.

*Due to the Appointment of Mr. Suhas Khullar and the retirement of Dr. Piyush Kumar Rastogi, the Board of Directors of the Company reconstituted the Audit Committee with effect from 29 January 2024.

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 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 inputs on the composition of committees, effectiveness of committee meetings, degree of fulfillment of key responsibilities, committee dynamics, and quality of the committee's relationship with the Board and the management.

The performance of the individual directors was reviewed based on input from the board members, including input on the contribution of 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 separate meeting of the independent directors of the Company was also held on 23 January 2024, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, and the performance of the Chairman of the company, taking into account the views of executive directors, non-executive non-independent directors, and also to assess the quality, quantity, and timeliness of the 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.

14. DECLARATION BY INDEPENDENT DIRECTOR(S)

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 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) 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 54^th Annual General Meeting of the Company, seeking the approval of members for her reappointment as a Director of the Company.

Changes in the Board

During the year, Mr. Suhas Khullar (DIN: 07593659) was appointed as an Independent Non-Executive

Director of the Company in the Board Meeting on 27 October 2023, which was further approved by the Shareholders of the Company via Postal Ballot on 02 March 2024, to hold office for a term of up to 2 (Two) consecutive years with effect from 01 January 2024 to 31 December 2025 (both days inclusive).

During the year, Dr. Piyush Kumar Rastogi (DIN: 02407908) retired as an Independent Non-Executive Director of the Company, effective from 28 January 2024, upon completion of his second term of 3 (three) years. The Directors express their appreciation for Dr. Piyush Kumar Rastogi's valuable contributions during his tenure as an Independent Non-Executive Director of the Company.

Board Composition

As of 31 March 2024, 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:

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

Key Managerial Personnel

During the year under review, there were no changes in the Key Managerial Personnel (KMPs) of the Company.

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 2024, are as follows:

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

Pursuant to Section 124 of the Companies Act, 2013, read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investors Education and Protection Fund (IEPF) established by the Central Government of India, after the completion of seven years. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be required to be transferred by the Company to the Demat Account of IEPF Authority.

In accordance with the above, the Company did not have any unclaimed dividend amount or shares that were required to be transferred to the IEPF during the Financial Year 2023-24.

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 2023-24. The Secretarial Audit Report as given by the Secretarial Auditors, 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 2023-24 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.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31 March 2024, in compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s. R. Sridharan and Associates, Practicing Company Secretaries, the Secretarial Auditors.

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

During the year, the Company granted a loan of INR 2,000 Lacs to MPS Interactive Systems Limited, its wholly owned subsidiary, to fund the acquisition of 65% shares held by the shareholders of each entity of Liberate Group, i.e., Liberate Learning Pty Ltd (Australia), Liberate eLearning Pty Ltd (Australia), App-eLearn Pty Ltd (Australia), and Liberate Learning Limited (New Zealand).

Further, during the year, the Company had granted a loan of USD 3.60 million (~INR 2,988.72 Lacs) to MPS North America LLC, its wholly-owned subsidiary, to fund the acquisition of Research Square AJE LLC, North Carolina, USA along with its subsidiary, American Journal Online (Beijing) Information Consulting Company Limited, Beijing, China, AI-Tool ("Curie") and Research Quality Evaluation ("RQE") from Springer Science+Business Media LLC, a Subsidiary of Springer Nature Group, through a newly formed Special Purpose Vehicle ("SPV"), American Journal Experts LLC, under MPS North America LLC.

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, forming 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 the 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 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 competitive advantage.

ThefullversionoftheNominationandRemunerationpolicy of the Company may be accessed on the Company's website at the web link 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 Saturday, 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 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 prepared the annual accounts on a going concern basis.

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

f. The Directors 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 comprises 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 the 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 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, 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.

For the financial year 2023-2024, the Company availed the services of Pricewaterhouse Coopers 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 standalone and consolidated financial statements of the Company. The Internal Audit team of PWC conducts quarterly internal audits across the Company, which include a review of the operating effectiveness of internal controls.

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 2023-24 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 the rules framed thereunder, Regulation 23 of the SEBI Listing Regulations, and applicable Accounting Standards.

During the year, the Company did not enter into any related party transaction 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 the 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 is available on the Company's website at the web link https://www.mpslimited.com/ Policies/Related-Party-Transaction.pdf.

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

Pursuant to Section 177(9) of the Companies Act, 2013, and Regulation 22 of SEBI Listing Regulations, the Company has in place an effective ‘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, 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.

During the year under review, the Company received 1(One) complaint under the Vigil Mechanism (Whistle Blower Policy), which was suitably resolved by the Company.

The Vigil Mechanism (Whistle Blower Policy) of the Company is available on the Company's website at the web link https://www.mpslimited.com/Policies/ Whistle-Blower.pdf.

28. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has zero tolerance towards sexual harassment and is committed to providing a protective environment at the workplace. The Company dedicatedly emphasized 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.

During the year, the Company has not received any complaint from any employee of the Company under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013."

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 web link 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, forming part of the Annual Report. The Company has also formulated a CSR Policy, which is available on the Company's website at the web link https://www.mpslimited.com/ Policies/Corporate-Social-Responsibility.pdf.

During the year, your Company spent INR 192.30 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 2023-24 is annexed to this Report as "Annexure-D".

31. CORPORATE GOVERNANCE

The 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.

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 web link 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 ‘MPS Limited- Employee Stock Options Scheme 2023' ("ESOS 2023" or "Scheme") authorizing the Nomination and Remuneration Committee to grant eligible employees of the Company and its subsidiary not exceeding 4,00,000/- (Four Lacs) employee stock options, convertible into not more than equal number of equity shares of face value Rs. 10/- (INR 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, namely ‘MPS Employee Welfare Trust' ("Trust").

The Nomination and Remuneration Committee, at its meeting held on 11 April 2023, considered and approved the grant of 74,030 (Seventy-Four Thousand and Thirty only) options exercisable into not more than 74,030 (Seventy-Four Thousand and Thirty only) equity shares of the Company of face value INR 10/- (Rupees Ten Only) each fully paid-up, to eligible employees under the Scheme.

Pursuant to SEBI ESOP Regulations, all the existing and proposed benefits under this scheme are administrated 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 2024, along with the previous year ended 31 March 2023 is available on the Company's website at the web link 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 Company certifying that the Scheme is being implemented in accordance with the SEBI ESOP Regulations and the resolution passed by the Members will be available for inspection during the meeting in electronic mode, and the same may be accessed upon login to CDSL Portal.

35. 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, the foreign exchange earnings through exports were INR 32,622.73 Lacs as against INR 29,621.20 Lacs during the previous year. The foreign exchange outgo during the year was INR 3,142.21 Lacs as against INR 3,608.15 Lacs during the previous year. Thus, the net foreign exchange earned by the Company during the year was INR 29,480.52 Lacs as against INR 26,013.05 Lacs during the previous year.

36. ACQUISITION

During the year, on 31 August 2023, the Company acquired 65% shares held by the shareholders of each entity of the Liberate Group, i.e., Liberate Learning Pty Ltd (Australia), Liberate eLearning Pty Ltd (Australia), App-eLearn Pty Ltd (Australia), and Liberate Learning Limited (New Zealand) through MPS Interactive Systems Limited, a wholly owned subsidiary of the Company for a consideration of AUD 9.32 million (~INR 5,014.32 Lacs). The consideration of AUD 7.58 million (INR 4,080.18 Lacs) due at completion was paid upon acquisition, and the remaining amount will be paid at a later date as per the terms of the Share Purchase Agreement ("SPA") and other transaction documents dated 29 August 2023 and 31 August 2023. The remaining 35% shareholding of each of the entities of the Liberate Group will be acquired in subsequent tranches based upon valuation methodology as agreed under the transaction documents and the liability of the same has been recognized in the financial statements. The Company has granted a loan of INR 2,000 Lacs to MPS Interactive Systems Limited to fund the acquisition.

Further, during the year, on 29 February 2024, the Company completed the acquisition of Research Square AJE LLC, North Carolina, USA along with its subsidiary American Journal Online (Beijing) Information Consulting Company Limited, Beijing, China, AI-Tool ("Curie"), and Research Quality Evaluation ("RQE") from Springer Science+Business Media LLC, a Subsidiary of Springer Nature Group, through a newly formed Special Purpose Vehicle ("SPV") American Journal Experts LLC, under MPS North America LLC, a wholly owned subsidiary of the Company, for a total purchase consideration of USD 8.40 Million (~INR 6,967.07 Lacs), paid as per the terms of the Membership Interest Purchase Agreement and other transaction documents. The Company has granted a loan of USD 3.60 Million (~INR 2,988.72 Lacs) to MPS North America LLC to fund the acquisition.

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

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated 05 May 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social, and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR"), which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle, which is divided into essential and leadership indicators. The BRSR of the Company for the financial year ended 31 March 2024 is annexed to 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 during 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. OTHER DISCLOSURES

There were no transactions on the following matters during the year under review and hence no reporting or disclosure is required: • Issue of equity shares with differential rights as to dividend, voting, or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except the Employees' Stock Option Scheme referred to in this Report.

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

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

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

41. 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.