Date: July 1, 2021

The Manager – Listing Department	The Manager – Listing Department
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G	Phiroze Jeejeebhoy Towers, Dalal Street,
Block, Bandra Kurla Complex, Bandra (East),	Mumbai – 400 001
Mumbai - 400 051
NSE Symbol: MPSLTD	BSE Scrip Code: 532440

Dear Sir/Madam,

Subject: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") – Proceedings of the 51st Annual General Meeting of the Company

The 51st Annual General Meeting ("AGM") of the Company was held on Wednesday, June 30, 2021 at 5:30 p.m. (IST) and concluded at 6:30 p.m. (IST) through Video Conferencing (VC) / Other Audio Video Means (OAVM).

In this regard, we are enclosing the following:

a. Proceedings of the AGM pursuant to Regulation 30 of the Listing Regulations Annexure-A.
b. The voting results of the business transacted at the AGM in the prescribed format pursuant to Regulation 44(3) of the Listing Regulations – Annexure-B.
c. The consolidated report of the Scrutinizer on remote e-voting prior and during the AGM. Annexure-C.

This is to also inform that Mr. Rahul Arora, CEO and Managing Director of the Company has been appointed as the Chairman of the Company with effect from 1st July, 2021, post the retirement of Mr. Nishith Arora, Chairman and Non-Executive Director of the Company.

The above documents have been uploaded on the Company's website www.mpslimited.com and on the website of Central Depository Services India limited i.e. www.evotingindia.com.

Please take the above information and enclosed documents on your record.

Thanking you,

Yours faithfully, For MPS Limited Sunit Malhotra Digitally signed by Sunit Malhotra DN: cn=Sunit Malhotra, o=MPS Limited, ou=Finance and Secretarial, email=[email protected], c=IN

Sunit Malhotra CFO & Company Secretary

Date: 2021.07.01 14:03:05 +05'30'

ANNEXURE-A

		Details of the proceedings of the 51st AGM
	S.No. Particulars	Details
1	Date of AGM	June 30, 2021
2	Total number of shareholders as oncut-off date	13336, number of shareholders as on cut-off date i.e., June 23,2021.
3	No. of Shareholders present in theAGM either in person or throughproxy:Promoters and Promoter Group:Public:	Not applicable as the AGM is held through Video Conferencing(VC) / Other Audio Video Means (OAVM).
4	No. of Shareholders attended theAGM through Video Conferencing:
	Promoters and Promoter Group:Public:	1 (One only)40 (Forty only)Outcome of the 51st AGM
	S.No. Business Transacted at the AGM		ResolutionRequired(Ordinary/Special)	Mode ofVoting	Remarks
1	To receive, consider and adopt:a.the Audited Standalone Financial Statements of theCompany for the financial year ended March 31, 2021,together with the Reports of the Board of Directorsand the Auditors thereon; andb.the Audited Consolidated Financial Statements of theCompany for the financial year ended March 31, 2021,together with the Reports of the Board of Directorsand the Auditors thereon.	Ordinary	Remotee-votingprior andduring theAGM	Passed withrequisitemajority
2	To consider the appointment of M/s. Walker Chandiok & CoLLP, Chartered Accountants (Firm Registration Number001076N/N500013),astheStatutoryCompany for a period of 5 years to hold office from theconclusionofthisAnnualGeneralconclusion of the 56th Annual General Meeting of theCompanytobeheldintheyearremuneration as may be fixed by the Board of Directors.	Ordinarythethesuch		Passed withrequisitemajority
3	To consider the retirement of Mr. Nishith Arora (DIN:00227593),Non–ExecutiveDirector,rotation, and, has not offered himself for re-appointmentand the vacancy so caused be not filled up.	whoretiresby	Ordinary		Passed withrequisitemajority.
4	To consider the re-appointment of Dr. Piyush KumarRastogi (DIN: 02407908), as the Independent Director ofthe Company for a term of three years with effect fromJanuary 29, 2021, to January 28, 2024 and the term shallnot be subject to retirement by rotation.		Special		Passed withrequisitemajority

Registered Office: RR Towers IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai-600032 (INDIA), Tel: +91 44 49162222 Fax: +91 44 49 16 2225 Email: [email protected] Corporate Identification Number: L22122TN1970PLC005795

Annexure - B

Adoption of Audited Standalone and Consolidated Financial Statements together with Reports of the Board of Directors and Auditor's thereon for the financial year ended 31st March, 2021.

Resolution Required:(Ordinary/Special)				Ordinary Resolution
Whether promoter/ promoter groups are interested in the agenda/resolution?				No
PARTICULARS	MODE OF VOTING	NO OF SHARES HELD	NO OF VOTESPOLLED	% OF SHARES POLLED ONOUTSTANDING SHARES	NO OF VOTES INFAVOUR	NO OF VOTESAGAINST	% OF VOTES INFAVOUR ON VOTES	% OF VOTES AGAINSTON VOTE POLLED
		(1)	(2)	(3)=(2/1)*100	(4)	(5)	(6)=(4/2)*100POLLED	(7)=(5/2)*100
PROMOTER AND PROMOTER~GROUP	E-VOTING	12271608	12271608	100	12271608	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	12271608	12271608	100	12271608	0	100	0
PUBLIC-INSTITUTIONS	E-VOTING	1081172	598726	55.38	598726	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	1081172	598726	55.38	598726	0	100	0
PUBLIC-NON INSTITUTIONS	E-VOTING	4697480	191706	4.08	191700	6	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		10288	0	10288	0	100	0
	SUB TOTAL	4697480	201994	4.3	201988	6	100	0
GRAND TOTAL		18050260	13072328	72.42	13072322	6	100	0

Appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number- 001076N/N500013), as Statutory Auditors of the Company

Resolution Required:(Ordinary/Special)				Ordinary Resolution
Whether promoter/ promoter groups are interested in the agenda/resolution?				No
PARTICULARS	MODE OF VOTING	NO OF SHARES HELD	NO OF VOTESPOLLED	% OF SHARES POLLED ONOUTSTANDING SHARES	NO OF VOTES INFAVOUR	NO OF VOTESAGAINST	% OF VOTES INFAVOUR ON VOTES	% OF VOTES AGAINSTON VOTE POLLED
		(1)	(2)	(3)=(2/1)*100	(4)	(5)	(6)=(4/2)*100POLLED	(7)=(5/2)*100
PROMOTER AND PROMOTER~GROUP	E-VOTING	12271608	12271608	100	12271608	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	12271608	12271608	100	12271608	0	100	0
PUBLIC-INSTITUTIONS	E-VOTING	1081172	598726	55.38	598726	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	1081172	598726	55.38	598726	0	100	0
PUBLIC-NON INSTITUTIONS	E-VOTING	4697480	191706	4.08	182140	9566	95.01	4.99
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		10288	0	10288	0	100	0
	SUB TOTAL	4697480	201994	4.3	192428	9566	95.26	4.74
GRAND TOTAL		18050260	13072328	72.42	13062762	9566	99.93	0.07

3.To consider the retirement of Mr. Nishith Arora (DIN: 00227593), Non–Executive Director, who retires by rotation, and, has not offered himself for re-appointment and the vacancy so caused be not filled up

Resolution Required:(Ordinary/Special)				Ordinary Resolution

Whether promoter/ promoter groups are interested in the agenda/resolution?				No

PARTICULARS	MODE OF VOTING	NO OF SHARES HELD	NO OF VOTES	% OF SHARES POLLED ON	NO OF VOTES IN	NO OF VOTES	% OF VOTES IN	% OF VOTES AGAINST
			POLLED	OUTSTANDING SHARES	FAVOUR	AGAINST	FAVOUR ON VOTES	ON VOTE POLLED
		(1)	(2)	(3)=(2/1)*100	(4)	(5)	POLLED(6)=(4/2)*100	(7)=(5/2)*100
PROMOTER AND PROMOTER~GROUP	E-VOTING	12271608	12271608	100	12271608	0	100	0
	POLL		0	0	0	0		00
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	12271608	12271608	100	12271608	0	100	0
PUBLIC-INSTITUTIONS	E-VOTING	1081172	598726	55.38	598726	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	1081172	598726	55.38	598726	0	100	0
PUBLIC-NON INSTITUTIONS	E-VOTING	4697480	191706	4.08	181981	9725	94.93	5.07
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		10288	0	10288	0	100	0
	SUB TOTAL	4697480	201994	4.3	192269	9725	95.19	4.81
GRAND TOTAL		18050260	13072328	72.42	13062603	9725	99.93	0.07

Re-appointment of Dr. Piyush Kumar Rastogi (DIN: 02407908), as Independent Director of the Company

Resolution Required:(Ordinary/Special)				Special Resolution
Whether promoter/ promoter groups are interested in the agenda/resolution?				No
PARTICULARS	MODE OF VOTING	NO OF SHARES HELD	NO OF VOTESPOLLED	% OF SHARES POLLED ONOUTSTANDING SHARES	NO OF VOTES INFAVOUR	NO OF VOTESAGAINST	% OF VOTES INFAVOUR ON VOTES	% OF VOTES AGAINSTON VOTE POLLED
		(1)	(2)	(3)=(2/1)*100	(4)	(5)	POLLED(6)=(4/2)*100	(7)=(5/2)*100
PROMOTER AND PROMOTER~GROUP	E-VOTING	12271608	12271608	100	12271608	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	12271608	12271608	100	12271608	0	100	0
PUBLIC-INSTITUTIONS	E-VOTING	1081172	598726	55.38	598726	0	100	0
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		0	0	0	0	0	0
	SUB TOTAL	1081172	598726	55.38	598726	0	100	0
PUBLIC-NON INSTITUTIONS	E-VOTING	4697480	191706	4.08	182171	9535	95.03	4.97
	POLL		0	0	0	0	0	0
	POSTAL_BALLOT		0	0	0	0	0	0
	VENUE-VOTING		10288	0	10288	0	100	0
	SUB TOTAL	4697480	201994	4.3	192459	9535	95.28	4.72
GRAND TOTAL		18050260	13072328	72.42	13062793	9535	99.93	0.07

Consolidated Scrutinizer's Report

1 st July, 2021

The Chairman MPS Limited, RR Tower IV, Super A, 16/17, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai - 600 032

Ref: 51st Annual General Meeting (AGM) of the Members of the MPS Limited held on 30th June, 2021 at 05:30 P.M. (IST) by way of Video Conferencing ("VC")/Other Audio Visual Means ("OAVM").

Dear Sir,

We, R.Sridharan & Associates, Company Secretaries, have been appointed as the Scrutinizer by:

The Board of Directors of MPS LIMITED vide resolution dated 26th May, 2021, pursuant to the provisions of Sections 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and in compliance with framework issued by the Ministry of Corporate Affairs through its Circular No. 20/2020 dated May 05, 2020 read with Circular No. 14/2020 dated April, 08, 2020 and Circular no. 17/2020 dated April 13, 2020 and Circular No. 02/2021 dated January 13, 2021 to scrutinize the voting relating to the resolutions as set out in the notice of the AGM through remote e-voting process held between Sunday, 27th June, 2021 (09.00 A.M.) (IST) to Tuesday, 29th June, 2021 (5.00 P.M.) (IST) and through electronic voting system (e-voting) during the 51 st Annual General Meeting (AGM) of the members of the Company, held on Wednesday, 30th June, 2021 at 05:30 P.M. I.S.T by way of Video Conferencing ("VC") /OAVM.

We now submit our Consolidated Report as under:

1. The compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder including MCA Circulars as mentioned above relating to voting through electronic means (by remote e-voting) and electronic voting (e-voting) at the AGM by the shareholders is the responsibility of the management.
1. The Company has availed remote e-voting system and electronic voting system at the AGM provided by Central Depository Services (India) Limited (CDSL) for enabling the members to cast their vote under the provisions of the said Sections and the Rules made thereunder.
1. After conclusion of the proceedings of the meeting, the shareholders present through VC voted through the e-voting facility provided by CDSL. As per the information given by the Company, the names of the shareholders who had voted by remote e-voting had been blocked and only those members who were present at the AGM through VC and who had not voted by remote e-voting were allowed to cast their votes through e-voting system during the AGM.
1. We have scrutinized and reviewed the remote e-voting system, electronic voting system after conclusion of the AGM. We have unblocked the votes cast by the members through remote e-voting system and electronic voting system in the presence of two witnesses Mr. K Satheesh and Ms. Srinidhi Sridharan, who are not in the employment of the Company. The votes tendered therein in respect of the remote e-voting system and e-voting at the AGM are based on the data downloaded from the official website of CDSL.
1. Based on the data downloaded from the Official website of CDSL for the remote evoting system and on the basis of the report furnished to us by them on the electronic voting system, we now submit our consolidated report (Remote e-voting, Electronic Voting System) as under:

ORDINARY BUSINESS:

Item No. 1-Adoption of Audited Standalone and Consolidated Financial Statements together with Reports of the Board of Directors and Auditor's thereon for the financial year ended 31st March, 2021.

ORDINARY RESOLUTION

(i) Votes in favour of the resolution:

Number	of	Numberof	Number	of	Number	of	Total	% of total
Members		votescast	Members voted		votes	cast	Numberof	numberof
voted	in	(Shares)–	through	E	(Shares)		votescast	validvotes
Remote		Remote	voting		through	E	through	cast
E-Voting		E-Voting			voting		Remote
							E-Voting
							andE
							voting

43		13062034	2		10288		13072322	99.9999

(ii) Votes against the resolution:

Numberof	Numberof	Numberof	Numberof	Total	% of total
Members	votescast	Membersvoted	votescast	Numberof	numberof
votedin	(Shares)–	through E-voting	(Shares)	votescast	valid votes
Remote	Remote		throughE	through	cast
E-Voting	E-Voting		voting	Remote
				E-Voting
				andE
				voting
6	6	0	0	6	0.0001

(iii) Invalid Votes:

Number	of	Number	of	Number	of		Number of votes	Total	Number	of
members		votes	cast	Members	voted	cast	(Shares)	votes		cast
voted	in	(Shares)	–	through E-voting			through E-voting	through		Remote
Remote		Remote						E-	Voting and E
E-Voting		E-Voting						voting
NIL		NIL		NIL			NIL		NIL

RESULT:

As the number of votes cast in favour of the resolution is more than the number of votes cast against, we report that the Ordinary Resolution with regard to Item no. 1 as set out in the Notice of the AGM is passed with requisite majority.

51st AGM – CONSOLIDATED SCRUTINIZER'S REPORT – MPS LIMITED

Item No. 2 – Appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number- 001076N/N500013), as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 56th Annual General Meeting of the Company to be held in the year 2026, on such remuneration as may be fixed by the Board of Directors of the Company.

ORDINARY RESOLUTION

(i) Votes in favour of the resolution:

Numberof	Numberof	Numberof	Numberof	Total	% of total
MembersvotedinRemoteE-Voting	votescast(Shares)–RemoteE-Voting	Members votedthroughEvoting	votescast(Shares)throughEvoting	NumberofvotescastthroughRemoteEVotingandE-voting	numberofvalidvotescast
39	13052474	2	10288	13062762	99.93

(ii) Votes against the resolution:

Numberof	Numberof	Numberof	Numberof	Total	% of total
MembersvotedinRemoteE-Voting	votescast(Shares)–RemoteE-Voting	Membersvotedthrough E-voting	votescast(Shares)throughEvoting	NumberofvotescastthroughRemoteE	numberofvalid votescast
				VotingandE-voting
10	9566	0	0	9566	0.07

(iii) Invalid Votes:

Number	of	Number	of	Number	of		Number of votes	Total	Number	of
Members		votes	cast	Members	voted	cast	(Shares)	votes		cast
voted	in	(Shares)	–	through E-voting			through E-voting	through		Remote
Remote		Remote						E-	Voting and E
E-Voting		E-Voting						voting

NIL		NIL		NIL			NIL		NIL

RESULT:

As the number of votes cast in favour of the resolution is more than the number of votes cast against, we report that the Ordinary Resolution with regard to Item no. 2 as set out in the Notice of the AGM is passed with requisite majority.

SPECIAL BUSINESS:

Item No. 3 – Considering the retirement of Mr. Nishith Arora (DIN: 00227593), Non–Executive Director & Chairman, who retires by rotation, and, has not offered himself for re-appointment and the vacancy so caused on the Board be not filled up.

ORDINARY RESOLUTION

Number	of	Number	of	Number	of	Number	of	Total	% of total
Members		votes	cast	Members voted		votes	cast	Numberof	numberof
voted	in	(Shares)	–	through	E	(Shares)		votescast	validvotes
Remote		Remote		voting		through	E	through	cast
E-Voting		E-Voting				voting		Remote
								E-Voting
								andE
								voting

39		13052315		2		10288		13062603	99.93

(i) Votes in favour of the resolution:

(ii) Votes against the resolution:

Numberof	Numberof	Numberof	Numberof	Total	% of total
Members	votescast	Membersvoted	votescast	Numberof	numberof
votedin	(Shares)–	through E-voting	(Shares)	votescast	valid votes
Remote	Remote		throughE	through	cast
E-Voting	E-Voting		voting	Remote
				E-Voting
				andE
				voting
10	9725	0	0	9725	0.07

(iii) Invalid Votes:

Number	of	Number	of	Number	of		Number of votes	Total	Number	of
members		votes	cast	Members	voted	cast	(Shares)	votes		cast
voted	in	(Shares)	–	through E-voting			through E-voting	through		Remote
Remote		Remote						E-	Voting and E
E-Voting		E-Voting						voting

NIL		NIL		NIL			NIL		NIL

RESULT:

As the number of votes cast in favour of the resolution is more than the number of votes cast against, we report that the Ordinary Resolution with regard to Item no. 3 as set out in the Notice of the AGM is passed with requisite majority.

Item No. 4 – Re-appointment of Dr. Piyush Kumar Rastogi (DIN: 02407908) as an Independent Director of the Company.

SPECIAL RESOLUTION

Number	of	Number	of	Number	of	Number	of	Total	% of total
Members		votes	cast	Members voted		votes	cast	Numberof	numberof
voted	in	(Shares)	–	through	E	(Shares)		votescast	validvotes
Remote		Remote		voting		through	E	through	cast
E-Voting		E-Voting				voting		Remote
								E-Voting
								andE
								voting

40		13052505		2		10288		13062793	99.93

(i) Votes in favour of the resolution:

(ii) Votes against the resolution:

Numberof	Numberof	Numberof	Numberof	Total	% of total
Members	votescast	Membersvoted	votescast	Numberof	numberof
votedin	(Shares)–	through E-voting	(Shares)	votescast	valid votes
Remote	Remote		throughE	through	cast
E-Voting	E-Voting		voting	Remote
				E-Voting
				andE
				voting
9	9535	0	0	9535	0.07

(iii) Invalid Votes:

votedinRemoteE-Voting	(Shares)–RemoteE-Voting	through E-voting	through E-voting	throughRemoteE-Voting and Evoting
NIL	NIL	NIL	NIL	NIL

RESULT:

As the number of votes cast in favour of the resolution is more than three times the number of votes cast against, we report that the Special Resolution with regard to Item no. 4 as set out in the Notice of the AGM is passed with requisite majority.

A details containing a list of equity shareholders who voted "FOR" and "AGAINST" for each resolution is enclosed.
The electronic data relating to remote e-voting and electronic voting system, all other relevant records is under our safe custody and will be handed over to the Company Secretary for preserving safely after the Chairman considers, approves and signs the minutes of the Annual General Meeting.

Thanking you,

Yours faithfully,

For R. Sridharan & Associates Company Secretaries R SRIDHARA Digitally signed by R SRIDHARAN

N Date: 2021.07.01 12:28:16 +05'30'

CS R. Sridharan CP No. 3239 FCS No. 4775 UDIN: F004775C000563014

AI assistant

MPS Limited AGM Information 2021

62623_rns_2021-07-01_2471bfd6-809e-46c0-8afa-df3b92685997.pdf

Date: July 1, 2021

ANNEXURE-A

Annexure - B

Consolidated Scrutinizer's Report

Ref: 51st Annual General Meeting (AGM) of the Members of the MPS Limited held on 30th June, 2021 at 05:30 P.M. (IST) by way of Video Conferencing ("VC")/Other Audio Visual Means ("OAVM").

ORDINARY BUSINESS:

ORDINARY RESOLUTION

RESULT:

ORDINARY RESOLUTION

RESULT:

SPECIAL BUSINESS:

ORDINARY RESOLUTION

RESULT:

Item No. 4 – Re-appointment of Dr. Piyush Kumar Rastogi (DIN: 02407908) as an Independent Director of the Company.

SPECIAL RESOLUTION

RESULT:

AI assistant

MPS Limited — AGM Information 2021

62623_rns_2021-07-01_2471bfd6-809e-46c0-8afa-df3b92685997.pdf

Date: July 1, 2021

ANNEXURE-A

Annexure - B

Consolidated Scrutinizer's Report

Ref: 51st Annual General Meeting (AGM) of the Members of the MPS Limited held on 30th June, 2021 at 05:30 P.M. (IST) by way of Video Conferencing ("VC")/Other Audio Visual Means ("OAVM").

ORDINARY BUSINESS:

ORDINARY RESOLUTION

RESULT:

ORDINARY RESOLUTION

RESULT:

SPECIAL BUSINESS:

ORDINARY RESOLUTION

RESULT:

Item No. 4 – Re-appointment of Dr. Piyush Kumar Rastogi (DIN: 02407908) as an Independent Director of the Company.

SPECIAL RESOLUTION

RESULT:

More from MPS Limited

MPS Limited AGM Information 2021