To
The Members,
Your Directors are pleased to present the 55th Annual Report on the business and
operations of the Company along with the Audited Financial Statements (Standalone and
Consolidated) for the financial year ended 31 March 2025.
1. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS
The Board's R
(INR in Lacs)
| Particulars |
Stand alone |
Consolidated |
|
For the year ended 31 March 2025 |
For the year ended 31 March 2024 |
For the year ended 31 March 2025 |
For the year ended 31 March 2024 |
| Revenue from operations |
35,133.52 |
32,756.74 |
72,688.85 |
54,530.65 |
| Other income |
2,159.04 |
1,502.97 |
1,251.69 |
1,221.25 |
Total Income |
37,292.56 |
34,259.71 |
73,940.54 |
55,751.90 |
Total Expenses |
22,776.47 |
19,889.33 |
54,418.85 |
39,625.85 |
| Finance costs |
68.62 |
84.09 |
78.26 |
86.20 |
| Depreciation and amortization expense |
1,212.57 |
1,098.83 |
2,741.13 |
1,998.35 |
Earnings before interest, taxes, depreciation, and amortization
(EBITDA) |
13,638.24 |
14,050.34 |
21,089.39 |
16,989.35 |
Profit before exceptional items and tax |
- |
- |
19,521.69 |
16,126.05 |
| Exceptional items |
- |
- |
591.07 |
- |
Profit before tax (PBT) |
14,516.09 |
14,370.38 |
20,112.76 |
16,126.05 |
| Total tax expenses |
3,516.13 |
3,725.59 |
5,221.81 |
4,249.23 |
Profit for the year |
10,999.96 |
10,644.79 |
14,890.95 |
11,876.82 |
| Total other comprehensive income for the year, net of tax |
115.75 |
1.65 |
365.06 |
221.64 |
Total comprehensive income for the year |
11,115.71 |
10,646.44 |
15,256.01 |
12,098.46 |
Earnings per equity share (nominal value of share INR 10)
(Expressed in absolute amount in INR)
Basic
Diluted |
64.86 64.81 |
62.75 62.70 |
87.80 87.73 |
70.01 69.96 |
2. OPERATIONAL HIGHLIGHTS
The operational highlights of the performance on a Standalone and Consolidated basis
are as follows:
Standalone
The revenue from operations for the year ended 31 March 2025 stood at INR 35,133.52
Lacs as against INR 32,756.74 Lacs for the previous year. The total comprehensive income
for the year ended 31 March 2025 was INR 11,115.71 Lacs, EPS (Basic) INR 64.86 per share
and EPS (Diluted) INR 64.81 per share as against the total comprehensive income of INR
10,646.44 Lacs, EPS (Basic) of INR 62.75 per share and EPS (Diluted) INR 62.70 for the
previous year.
The Standalone Ind AS Financial Statements ("financial statements") have been
prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under
Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards)
Rules, 2015 as amended from time to time; all other relevant provisions of the Act are
separately disclosed in the Annual Report.
Consolidated
The revenue from operations for the year ended 31 March 2025 stood at INR 72,688.85
Lacs as against INR 54,530.65 Lacs for the previous year. The total comprehensive income
for the year ended 31 March 2025 was INR 15,256.01 Lacs, EPS (Basic) INR 87.80 per share,
and EPS (Diluted) INR 87.73 per share as against INR 12,098.46 Lacs, EPS (Basic) INR 70.01
per share, and EPS (Diluted) INR 69.96 per share for the previous year.
The Consolidated Ind AS Financial Statements ("financial statements") have
been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under
Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards)
Rules, 2015 as amended from time to time; and all other relevant provisions of the Act are
separately disclosed in the Annual Report.
3. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the year, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as the "SEBI Listing Regulations"), is presented
in a separate section, forms part of the Annual Report.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of the business of the Company during the financial
year ended 31 March 2025.
5. DIVIDEND
In line with the Dividend Distribution Policy of the Company, which is available on the
Company's website at the weblink
during the financial year 2024-25, the Board of Directors of the Company, in their
meeting held on 23 January 2025, declared an interim dividend of INR 33 per equity share
of face value of INR 10/-each for the financial year 2024-25, to the shareholders who were
recorded in the register of members as on 29 January 2025, being the record date fixed for
this purpose, and the same has been paid thereafter.
In addition to the Interim Dividend, the Board of Directors of the Company, in their
meeting held on 16 May 2025, recommended a Final Dividend of INR 50 per equity share of
the face value of INR 10/- each for the financial year 2024-25. The Proposed dividend
shall be paid within 30 days from the date of AGM, to the shareholders whose names appear
in the register of members as of 13 August 2025, being the record date fixed for this
purpose, subject to the approval of shareholders in the ensuing Annual General Meeting of
the Company.
The total dividend payout for the financial year 2024-25, including the proposed Final
Dividend, amounts to INR 83 per equity share of the face value of INR 10/- each and would
involve a total outflow of INR 14,197.83 Lacs.
6. TRANSFER TO RESERVES
Your directors do not propose to transfer any amount to the general reserve, and the
entire amount of profit for the year forms part of the 'Retained Earnings'.
7. SHARE CAPITAL
The paid-up equity shares capital of the Company as of 31 March 2025 is INR 1,710.58
Lacs. During the financial year 2024-25, there has been no change in the authorized,
issued, subscribed, and paid-up equity share capital of the Company. Further, the Company
has
no other type of securities except equity shares, which forms part of the Share Capital
of the Company.
8. STATUTORY AUDITORS AND AUDIT REPORT
Statutory Auditors
Pursuant to Section 139(1) of the Companies Act, 2013, M/s. Walker Chandiok & Co
LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), was appointed as the
Statutory Auditors of the Company by the Shareholders at the 51st AGM of the
Company for a period of 5 years, i.e., to hold office till the conclusion of the 56th
AGM to be held in the calendar year 2026.
Statutory Auditors' Report
The Auditors' Report on the standalone and consolidated financial statements of the
Company for the financial year ended 31 March 2025, read with relevant notes thereon, is
self-explanatory and therefore does not call for any further comments. The Auditors'
Report does not contain any qualifications, reservations, or adverse remarks.
Details with respect to frauds reported by Auditors
During the year, the Statutory Auditors have not reported any matter under the second
proviso of Section 143(12) of the Companies Act, 2013, and therefore no details are
required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
9. SUBSIDIARY COMPANIES AND THEIR FINANCIAL STATEMENTS
The Company has 4 (Four) direct subsidiaries as of 31 March 2025. There has been no
material change in the nature of the business of the subsidiaries during the financial
year ended 31 March 2025.
The Consolidated Financial Statements of the Company, including the subsidiaries, are
presented in a separate section, forms part of the Annual Report. The consolidated
financial statements have been prepared in compliance with applicable Accounting Standards
and, wherever applicable, the SEBI Listing Regulations. Further, pursuant to Section 129
of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of subsidiaries in
Form AOC-1 is attached to the consolidated financial statement of the Company.
Further, pursuant to Section 136 of the Companies Act, 2013, the financial statements,
including consolidated
financial statements, financial statements of subsidiaries, and all other documents,
are also available on the Company's website at the web link
During the year:
MPS North America, LLC (MPS NA LLC), a wholly- owned subsidiary of the Company, is
focused on content creation and development, production, AI- enabled services, research
and permissions, project management, and media asset development for K12, Higher
Education, Academic, and STM publishers, ed tech companies, and schools.
The Revenue from Operations of MPS NA LLC for the year ended 31 March 2025 was INR
7,241.19 Lacs as compared to INR 6,943.07 Lacs during the previous year. The profit before
tax for the year was INR 205.76 Lacs, and the total comprehensive income was INR 404.42
Lacs as compared to the previous year's profit before tax of INR 2,175.97 Lacs and total
comprehensive income of INR 2,180.75 Lacs.
American Journal Experts (AJE), LLC, Delaware, a Special Purpose Vehicle
("SPV") incorporated on 20 February 2024 and a wholly owned subsidiary of MPS
North America, LLC, including its step-down subsidiary, American Journal Experts, LLC,
North Carolina ("AJE LLC") and American Journal Online (Beijing) Information
Consulting Limited ("AJO"), are the leading scientific language editing service
provider and trusted partner to academic and author communities, with over one million
manuscripts edited.
For the financial year ended 31 March 2025, the Revenue from Operations of AJE LLC was
INR 14,585.89 Lacs, profit before tax was INR 3,963.64 Lacs, and the total comprehensive
income was INR 3,173.45 Lacs.
For the financial year ended 31 March 2025, the Revenue from Operations of AJO was INR
8,628.80 Lacs, profit before tax was INR 920.92 Lacs, and total comprehensive income was
INR 695.45 Lacs.
Semantico Limited, UK, the wholly owned subsidiary of MPS North America, LLC, is in the
business of providing platform development and maintenance.
The Revenue from Operations of Semantico Limited for the financial year ended 31 March
2025 was INR 1,672.16 Lacs as compared to INR 1,708.98 Lacs the previous
year. The profit before tax for the year ended 31 March 2025 was INR 49.22 Lacs, and
total comprehensive income was INR 43.64 Lacs, as compared to the previous year's profit
before tax of INR 47.90 Lacs and the total comprehensive income of INR 96.72 Lacs.
MPS Interactive Systems Limited, a wholly-owned subsidiary of the company, is an
emotionally intelligent learning design company with over three decades of experience in
designing digital learning and performance support solutions that drive performance gains
and maximize training ROI and ROE.
The Revenue from Operations of MPS Interactive Systems Limited for the year ended 31
March 2025 was INR 6,418.66 Lacs, as compared to INR 8,275.07 Lacs during the previous
year. The profit before tax for the year ended 31 March 2025 was INR 2,558.15 Lacs, and
the total comprehensive income was INR 1,990.03 Lacs as compared to the previous year's
profit before tax of INR 1,246.80 Lacs and the total comprehensive income of INR 968.15
Lacs.
Liberate Group, i.e., Liberate Learning Pty Ltd, Liberate eLearning Pty Ltd, and
App-eLearn Pty Ltd, a well-known learning provider in Australia, offering a gamut of
services spanning the learning spectrum, is a subsidiary of MPS Interactive Systems
Limited.
The Revenue from Operations of Liberate Group for the financial year ended 31 March
2025 was INR 4,280.08 Lacs. The profit before tax for the year ended 31 March 2025 was INR
1,181.22 Lacs, and the total comprehensive income was INR 900.78 Lacs.
MPS Europa AG, a wholly-owned subsidiary of the company, is focused on AR/VR
technologies, a learning assessment engine, and an LMS platform for experiential learning
for the modern workforce.
The Revenue from Operations of MPS Europa AG for the year ended 31 March 2025 was INR
789.56 Lacs as compared to INR 1,259.09 Lacs during the previous year. The profit before
tax for the year ended 31 March 2025 was INR 32.69 Lacs, and the total comprehensive
income was INR 54.86 Lacs, as compared to the previous year's Profit before tax of INR
408.50 Lacs and profit after tax and the total comprehensive income of INR 458.63 Lacs.
13. FORMAL ANNUAL EVALUATION
The Companies Act, 2013 and SEBI Listing Regulations contain provisions for the
evaluation of the performance of:
(i) the Board as a whole;
(ii) various committees of the Board; and
(iii) the individual directors (including independent directors and the Chairperson)
The Board of Directors carried out an annual evaluation of its own performance, Board
Committees, and individual directors pursuant to the provisions of the Companies Act,
2013, and SEBI Listing Regulations.
The performance of the Board was evaluated based on inputs from the board members, the
Board's composition, the effectiveness of board processes, information and functioning,
areas, and quality of the review, and the establishment and delineation of
responsibilities to committees.
The performance of the committees was evaluated based on inputs received from the
committee members, covering the inputs on the composition of committees, effectiveness of
committee meetings, degree of fulfillment of key responsibilities, committee dynamics, and
quality of the relationship of the committee with the board and the management.
The performance of the individual directors was reviewed based on inputs from the board
members, including input on the contribution of the individual directors to the board and
committee meetings.
The performance of the Chairman was evaluated based on inputs from the board members
regarding his leadership, stakeholder management, vision, and strategy.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013, and the SEBI
Listing Regulations, a meeting of the Independent Directors of the Company was held on 27
February 2025, without the presence of non-independent directors and members of the
management. At this meeting, the Independent Directors, inter alia, reviewed the
performance of the NonIndependent Directors, the Board as a whole, and the Chairman of the
Company, taking into consideration the views of both Executive and Non-Executive
Directors. They also assessed the quality, quantity, and timeliness of the flow of
information between the Management and the Board, which is critical for the Board to
effectively discharge its responsibilities.
The observations and feedback of the Independent Directors were duly communicated to
the Chairman of the Board as part of this evaluation process.
14. DECLARATION BY INDEPENDENT DIRECTOR(S) UNDER SUB-SECTION (6) of SECTION 146
All independent directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013,
and Regulation 16(1)(b) of the SEBI Listing Regulations, to qualify themselves to be
appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules thereof.
In the opinion of the Board, the independent directors fulfill the criteria of
independence specified in Section 149(6) of the Companies Act, 2013, and Regulation
16(1)(b) of the SEBI Listing Regulations and are independent of the management. The
Independent Directors have also confirmed that they have complied with the Company's Code
of Business Conduct & Ethics laid down for the Board of Directors, Senior Management
Personnel, and Other Employees. Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity, expertise, and experience as required
to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
15. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR
Director Retiring by Rotation
Pursuant to Section 152 of the Companies Act, 2013, and the Articles of Association of
the Company, Ms. Yamini
Tandon (DIN:06937633), Non-Executive Director, retires by rotation at the ensuing AGM
of the Company and, being eligible, offers herself for re-appointment. Accordingly, a
resolution is included in the Notice of the 55th Annual General Meeting of the
Company, seeking approval of members for her re-appointment as a Director of the Company.
Changes in the Board
During the Financial Year 2024-25, the following changes took place in the composition
of the Board of Directors of the Company:
• Appointment of Independent Directors:
• Ms. Ruvina Singh (DIN: 10352020) and Mr. Karthik Bhat Khandige (DIN: 06730563)
were appointed as Additional Directors under the category of Independent Non-Executive, of
the Company by the Board of Directors on 19 July 2024, for a first term commencing from 30
July 2024 to 29 July 2026 (both days inclusive). Their appointments were subsequently
approved by the Shareholders through a Postal Ballot resolution dated 24 September 2024.
• Ms. Divya Verma (DIN: 03149607) was appointed as an Additional Director under
the category of Independent Non-Executive of the Company by the Board of Directors on 23
January 2025, for a first term commencing from 24 January 2025 to 23 January 2027 (both
days inclusive). Her appointment was approved by the Shareholders through a Postal Ballot
resolution dated 31 March 2025.
• Retirement of Independent Directors:
• Ms. Achal Khanna (DIN: 00275760) and Ms. Jayantika Dave (DIN: 01585850) retired
as Independent Non-Executive Directors with effect from 30 October 2024, upon completion
of their second term of three (3) years.
• Mr. Ajay Mankotia (DIN: 03123827) retired as an Independent Non-Executive
Director with effect from 29 January 2025, upon completion of his second term of three (3)
years.
The Board placed on record its sincere appreciation for their invaluable contributions
and guidance during their tenure as Independent Directors of the Company.
The detailed section on 'Board of Directors' is also given in the 'Report on Corporate
Governance' forms part of the Annual Report.
Key Managerial Personnel
During the financial year 2024-25, Mr. Sunit Malhotra relinquished his office as Chief
Financial Officer (CFO) and KMP upon attaining the age of superannuation, effective from
the close of business hours on 30 September 2024. Subsequently, Ms. Prarthana Agarwal was
appointed as the CFO and designated as a KMP with effect from 01 October 2024.
The details of KMPs of the Company in accordance with Section 2(51) and Section 203 of
the Companies Act,
2013, read with rules framed thereunder, as of 31 March 2025, are as follows:
S.No. |
Name of KMPs |
Designation |
1. |
Mr. Rahul Arora |
Chairman, CEO and Managing Director |
2. |
Ms. Prarthana Agarwal |
Chief Financial Officer |
3. |
Mr. Raman Sapra |
Company Secretary |
16. TRANSFER OF UNCLAIMED DIVIDENDS/ SHARES TO INVESTOR EDUCATION & PROTECTION FUND
AUTHORITY
Pursuant to Section 124 of the Companies Act, 2013, read with Investors Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid
or unclaimed dividends are required to be transferred by the Company to the Investors
Education and Protection Fund (IEPF) established by the Central Government of India, after
the completion of seven years. Further, all shares in respect of which dividend has not
been paid or claimed for seven consecutive years or more shall also be required to be
transferred by the Company to the Demat Account of the IEPF Authority.
There were no unclaimed dividends due for transfer to the IEPF during the financial
year 2024-25.
The details of all unpaid/unclaimed dividends and shares transferred/liable to be
transferred to IEPF are available on the Company's website at the web link https://www.mpslimited.com/investors-overview/
.
17. SECRETARIAL AUDIT AND COMPLIANCE
Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. R. Sridharan
& Associates, Company Secretaries, the Secretarial Auditors of the Company, carried
out the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial
Audit Report as given by the Secretarial Auditors, in Form No. MR-3 of MPS Limited is
annexed to this Report as "Annexure-A.I".
In terms of the aforementioned provisions, the Secretarial Audit Report of the material
unlisted Indian subsidiary of the Company, i.e., MPS Interactive Systems Limited, for
the financial year 2024-25 is annexed to this Report as "Annexure-A.II".
The Secretarial Auditors have not expressed any qualification, reservation, or adverse
remark in their report, and the report is self-explanatory. The Secretarial Auditors have
not reported any matter under Section 143(12) of the Companies Act, 2013, and therefore no
details are required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Companies Act 2013, and subject to the approval of the shareholders of the Company,
the Board of Directors at its meeting held on 16 May 2025, approved the appointment of M/s
Sridharan & Sridharan Associates, Company Secretaries (Unique Identification No.:
P2022TN093500), as the Secretarial Auditors of the Company for a term of five (5)
consecutive financial years, from FY 2025-26 to FY 2029-30.
Annual Secretarial Compliance Report
In compliance with Regulation 24A of the SEBI Listing Regulations, read with SEBI
Circular No. CIR/CFD/ CMD1/27/2019 dated 08 February 2019, the Company received the
Secretarial Compliance Report for the financial year ended 31 March 2025 from M/s R.
Sridharan and Associates, Company Secretaries, who acted as the Secretarial Auditors of
the Company.
18. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by the Central Government under Section
118(10) of the Companies Act, 2013.
19. DEPOSITS
During the year, the Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The Company is in compliance with Section 186 of the Companies Act, 2013, in respect of
loans and investments made by the Company, as applicable. The particulars of the same have
been disclosed in the notes to the standalone financial statements of the Company, forms
part of the Annual Report.
21.
NOMINATION AND REMUNERATION POLICY
The remuneration paid to the Directors, KMPs, anc 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 o 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 theii
appointment and removal.
• To lay down the criteria for determining qualifications positive attributes and
Independence of a Directoi and recommend to the Board a policy relating to, the
remuneration of directors, key managerial personnel senior management and other employees
based or the Company's size and financial position and trends and practices on
remuneration prevailing in peei companies engaged in the industry as the Company
• To lay down the criteria for evaluation of the performance of directors, key
managerial personnel and senior management personnel.
• To determine whether to extend or continue the term of appointment of the
independent director based on the performance evaluation report of the independent
directors.
• To devise a policy on the diversity of the board o directors.
• To retain, motivate, and promote talent and to ensure the long-term
sustainability of talented Manageria 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
22. DISCLOSURE PURSUANT TO SECTION 197(12j OF THE COMPANIES ACT, 2013
The particulars regarding the Remuneration to Directors and KMPs as per Section 197(12)
of the Companies Act
2013, read with rules framed thereunder, are annexed to this Report as
"Annexure-B".
In terms of the first proviso to Section 136(1) of the Companies Act, 2013, the report
and accounts are being sent to the members and others entitled thereto, excluding the
information on employees' remuneration particulars mentioned under Section 197(12) of the
Companies Act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,
2014. The said information is available for inspection by the Members during business
hours on all days except Saturdays, Sundays, and holidays. Any member interested in
inspecting the same may write to the Company Secretary at the Registered Office/Corporate
Office of the Company.
23. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to
the best of their knowledge, hereby state and confirm the following:
a. in the preparation of the Annual Accounts, the applicable Accounting Standards were
followed along with proper explanation relating to material departures, if any.
b. the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period.
c. the Directors took proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the annual accounts on a going concern basis.
e. the Directors had laid down internal financial controls to be followed by the
Company and ensured that such internal financial controls are adequate and were operating
effectively.
- 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.
with its size and the nature of its operations. These have been designed to provide
reasonable assurance regarding recording and providing reliable financial and operational
information, complying with applicable statutes, safeguarding assets from unauthorized
use, executing transactions with proper authorization, and ensuring compliance with
corporate policies.
The Audit Committee undertakes a periodic assessment to ensure compliance with best
practices. The Company has laid down Internal Financial Controls as detailed in the Act.
During the year, the Company engaged M/s PricewaterhouseCoopers Services LLP (PwC), its
Internal Auditors, to verify and report on the operational and financial controls of the
Company. The Internal Audit team of PwC conducts quarterly audits, which include a review
of the operating effectiveness of internal controls. Additionally, M/s Walker Chandiok
& Co LLP, Chartered Accountants, the Statutory Auditors of the Company, were
responsible for auditing and reporting on the standalone and consolidated financial
statements of the Company.
The Audit Committee reviews the reports submitted by the Management, Internal Auditors,
and Statutory Auditors. The suggestions for improvement are considered, and the Audit
Committee follows up on corrective action.
26. RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year 2024-25 were in the
ordinary course of business and at arm's length basis and in accordance with the
provisions of the Companies Act, 2013, read with the rules framed thereunder and SEBI
Listing Regulations. The Audit Committee granted the omnibus approval for related party
transactions. The same is reviewed on a quarterly basis by the Audit Committee, as per
Section 188 of the Companies Act, 2013, read with rules made thereunder, Regulation 23 of
the SEBI Listing Regulations, and applicable Accounting Standards.
During the year, the Company did not enter into any related party transactions that had
a conflict with that of the Company at large. Further, the Company did not enter into any
material related party transactions, as specified in Section 188(1) of the Companies Act,
2013, with any of its related parties. The details of related party transactions as
entered into by the Company are
disclosed in the standalone and consolidated financial statements of the Company.
Further, pursuant to the provisions of Section 188 of the Companies Act, 2013, read
with rules framed thereunder, the disclosure of particulars of contracts/arrangements with
related parties in Form AOC-2 is annexed to this Report as "Annexure-C".
The Company has also adopted a Policy on Related Party Transactions, which was last
reviewed in the Board Meeting held on 23 January 2025. The same is available on the
Company's website at the web link 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
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.
of the Companies Act, 2013, and Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, a report on Corporate Social Responsibility covering a
brief extract of the CSR policy of the Company and the CSR projects undertaken by the
Company during the financial year 2024-25, is annexed to this Report as "Annexure-D".
31. CORPORATE GOVERNANCE
The Company remains committed to enhancing shareholder value by upholding the highest
standards of accountability, transparency, and integrity in its operations. In line with
this commitment, the Report on Corporate Governance, as prescribed under Regulation 34(3)
read with Section C of Schedule V of the SEBI Listing Regulations, forms an integral part
of this Annual Report.
A certificate from M/s R. Sridharan & Associates, Company Secretaries, confirming
compliance with the Corporate Governance requirements as specified under Regulations 17 to
27 and clauses (b) to (i) and (t) of regulation 46(2) and para C, D and E of Schedule V
and Regulation 34 (3) of SEBI Listing Regulations, as amended, for the financial year
ended 31 March 2025, is annexed to the Report on Corporate Governance.
32. ENVIRONMENT, HEALTH, AND SAFETY
The Company remains steadfast in its commitment to employee well-being, the development
of safe and efficient service offerings, and minimizing its environmental impact on
society. Our operations are conducted with a strong commitment to ensuring the safety of
all stakeholders, strict compliance with environmental regulations, and the responsible
use of natural resources.
To uphold the safety and protection of our employees, we have implemented a robust
policy aimed at preventing Sexual Harassment in the Workplace. This policy includes an
effective mechanism for reporting and addressing complaints, and fostering a secure and
respectful work environment across our service operations.
33. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has also formulated a Code of Conduct to regulate, monitor,
and report trading in Securities of the Company and a Code of Practices and procedures
for fair disclosure of unpublished price sensitive information which is available on the
Company's website at the weblink https://www.mpslimited.com/Policies/Prevention-of-
insider-trading.pdf .
34. EMPLOYEE STOCK OPTION SCHEME
Pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
(hereinafter referred to as the "SEBI ESOP Regulations"), the shareholders of
the Company, vide Postal Ballot Resolution dated 21 January 2023, approved the 'MPS
Limited- Employee Stock Options Scheme 2023' ("ESOS 2023" or "Scheme")
authorizing the Nomination and Remuneration Committee to grant to the eligible employees
of the Company and its subsidiary(ies) not exceeding 4,00,000/- (four lakh) employee stock
options, convertible into not more than an equal number of equity shares of the face value
of INR 10/- (Rupees Ten), each fully paid up upon exercise, out of which not more than
2,00,000 (two lakh) equity shares are to be sourced from Secondary Acquisition from time
to time through an employee welfare trust named 'MPS Employee Welfare Trust'
("Trust").
During the previous financial year, on 11 April 2023, the Nomination and Remuneration
Committee approved the first grant of 74,030 (Seventy-Four Thousand and Thirty) options
under the Scheme, each exercisable into one fully paid-up equity share of INR 10/- to
eligible employees.
During the financial year 2024-25, on 27 September 2024, the Nomination and
Remuneration Committee approved the second grant of 1,10,970 (One Lac Ten Thousand Nine
Hundred and Seventy Only) options under the Scheme, each exercisable into one fully paid-
up equity share of INR 10/- to eligible employees.
Subsequently, on 05 May 2025, the Nomination and Remuneration Committee approved the
third grant of 58,900 (Fifty-Eight Thousand Nine Hundred Only) options under the Scheme,
each exercisable into one fully paid-up equity share of INR 10/- to eligible employees.
Pursuant to SEBI ESOP Regulations, all the existing and proposed benefits under this
scheme are administered by the trust under the supervision of the Nomination and
Remuneration Committee of the Company.
The applicable disclosure pursuant to Regulation 14 of SEBI ESOP Regulations and Rule
12(9) of the Companies (Share Capital and Debentures) Rules, 2014, for the year ended 31
March 2025, along with the previous year ended 31 March 2024, is available on the
Company's website at the weblink https://www.mpslimited.com/ annual-general-meeting/ .
There is no material change in the aforesaid ESOS 2023, and the same is in compliance
with SEBI ESOP Regulations.
The Certificate from the Secretarial Auditors of the 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.
35. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION,
ADAPTATION & INNOVATION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the following information is provided:
A. Conservation of Energy
The provisions regarding disclosure of particulars with respect to the Conservation of
Energy are not applicable to the publishing services industry, as the operations are not
energy-intensive. However, constant efforts are being made to make the infrastructure more
energy-efficient.
B. Research & Development and Technology Absorption, Adaptation & Innovation
The disclosure of particulars with respect to Research & Development and Technology
Absorption, Adaptation, and Innovation is annexed to this Report as "Annexure-E".
C. Foreign Exchange Earnings and Outgo
During the year under review, the foreign exchange earnings through exports were INR
34,994.64 Lacs as against INR 32,622.73 Lacs during the previous year. The Foreign
exchange outgo during the year was INR 4,385.89 Lacs as against INR 3,142.21 Lacs during
the previous year. Thus, the net foreign exchange earned by the Company during the year
was INR 30,608.75 Lacs as against INR 29,480.52 Lacs during the previous year.
36.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
In Compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is required to prepare a Business
Responsibility and Sustainability Report on the environmental, social, and governance
disclosures. The Business Responsibility and Sustainability Report of the Company for the
financial year ended 31 March, 2025, is presented in the separate section and forms part
of this Report as "Annexure-F".
37. SIGNIFICANT DEVELOPMENTS AFTER THE CLOSE OF THE FINANCIAL YEAR
No significant change or development, that could affect the Company's financial
position, has occurred during the end of the financial year and the date of this Report.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN THE FUTURE
There was no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in the future.
39. OTHER DISCLOSURES
There were no transactions on the following matters during the year and hence no
reporting or disclosure is required:
• Issue of equity shares with differential rights as to dividend, voting, or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and except the Employees' Stock Option Scheme referred to in this
Report.
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
- There was no instance of a one-time settlement with any Bank or Financial Institution.
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.
40. APPRECIATION
Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, and Central and State Governments for their
consistent support and
encouragement of the Company. We place on record our appreciation for the contribution
made by our employees at all levels. Our consistent growth was made possible by their hard
work, solidarity, cooperation, and support.
|
For and on behalf of the Board of Directors |
|
Rahul Arora |
Date* 16 May 2025 |
Chairman and CEO |
Place: Switzerland |
DIN:05353333 |