MPS Limited — Capital/Financing Update 2020

Aug 11, 2020

August 11, 2020

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
ISIN: INE943D01017	ISIN: INE943D01017

Dear Sir / Madam,

Subject: Outcome of Board Meeting pursuant to the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations")

Ref: Prior Intimation of the Board Meeting was submitted on July 29, 2020

We wish to inform you that the Board of Directors of the Company at its meeting held today, i.e. Tuesday, August 11, 2020 (the "Board Meeting"), has, inter alia, approved the following:

Buyback of Shares

Buyback of fully paid up Equity Shares of face value of INR 10 (Rupee Ten only) each not exceeding 5,66,666 (Five Lacs Sixty-Six Thousand Six Hundred Sixty-Six only) Equity Shares (representing 3.04% of the total paid-up equity share capital of the Company as on March 31, 2020) at a price of INR 600 (Six Hundred rupees only) per Equity Share payable in cash for an aggregate amount not exceeding INR 34,00,00,000 (Indian Rupees Thirty Four Crores only), excluding taxes payable under Income Tax Act, 1961 and expenses to be incurred for the buyback like transaction costs viz. brokerage, securities transaction tax, GST, stamp duty, etc., which is 9.95% and 9.49% of the fully paid-up equity share capital and free reserves (including Securities Premium Account) as per the latest audited standalone and consolidated balance sheet of the Company for the financial year ended March 31, 2020, respectively, on a proportionate basis from the shareholders of the Company, through the "Tender Offer" route using mechanism for acquisition of shares through stock exchange as prescribed under Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended (the "Buyback Regulations") and the Companies Act, 2013 and rules made thereunder (the "Act").

• Noted the intention of the Promoter of the Company to participate in the Buyback.
• In terms of the Regulation 42 of the Listing Regulations and Regulation 9(1) of the Buyback Regulations, the Board has fixed August, 24, 2020 as the Record Date for determining the entitlement and the names of the Eligible Shareholders / Beneficial Owners to whom the letter of offer will be sent and who will be eligible to participate in the Buyback.
• Delegated to/ authorized the Buyback Committee of the Board to do all such acts, deeds, matters and things as it may at its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback.
• Appointed "Ernst & Young Merchant Banking Services LLP" as the 'Manager' to the Buyback. The

public announcement setting out the process, timelines and other requisite details will be released in due course in accordance with the Buyback Regulations.

The pre-buyback shareholding pattern of the Company is annexed as Annexure A.

We request you to take the above information on record.

Thanking You

Yours faithfully For and on behalf of MPS Limited

Sunit Malhotra Digitally signed by Sunit Malhotra DN: cn=Sunit Malhotra, o=MPS Limited, ou=Finance and Secretarial, email=sunit.malhotra@mpslimited.com , c=IN Date: 2020.08.11 17:25:57 +05'30'

Sunit Malhotra CFO & Company Secretary

Encl.: As above

www.mpslimited.com

Annexure – A

Shareholding pattern of the Company as on as on June 30, 2020 ("pre-Buyback"), are given below:

Shareholder	Pre-Buyback
	No. of Equity Shares	% of Equity Shares
(A) Promoter & Promoter Group	1,26,16,996	67.77
(B) Public	59,99,930	32.33
(C1) Shares underlying DRs	-	-
(C2) Shares held by Employee Trust	-	-
(C) Non-Promoter -Non-Public	-	-
(C =C1+C2)
Grand Total (A+B+C)	18616926	100

www.mpslimited.com