MPS Limited — Interim / Quarterly Report 2022

Jul 28, 2021

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Date: July 28, 2021

Listing Department Corporate Relationship Department The National Stock Exchange of BSE Limited India Limited Phiroze JeeJeebhoy Towers, Exchange Plaza, Plot no. C/1, Dalal Street, Fort, G Block, Bandra-Kurla Complex Mumbai – 400 001 Bandra (E), Mumbai - 400 051 Trading Symbol: MPSLTD Scrip Code: 532440 Through: NEAPS Through: BSE Listing Centre

Sub.: Outcome of the Board Meeting held today i.e. Wednesday, July 28, 2021

Dear Sir/ Madam,

Pursuant to the Regulation 30 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, we hereby inform that the Board of Directors of the Company, at its meeting held on July 28, 2021, have inter-alia, approved the UnAudited Financial Results (Standalone and Consolidated) of the Company for the quarter ended June 30, 2021. The said Financial Results along with Limited Review Reports of the Statutory Auditors thereon and Investors’ release on these Financials are enclosed herewith.

Thanking you,

Yours Sincerely For MPS Limited Digitally signed by Sunit Malhotra Sunit DN: cn=Sunit Malhotra, o, ou, email=sunit.malhotra@mpslimited.c Malhotra om, c=IN Date: 2021.07.28 19:48:56 +05'30' Sunit Malhotra CFO & Company Secretary Encl.: as above

www.mpslimited.com

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: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795

MPS Limited

Registered Office: 4th Floor, R.R Towers IV, Super A, 16/17, T.V.K. Industrial Estate, Guindy, Chennai 600 032 Tel: +91 44 49162222, Fax: +91 44 49162225, Email: investors@mpslimited.com, Web site: www.mpslimited.com CIN: L22122TN1970PLC005795

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2021

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(INR in lacs, except per equity share data)
S.No. Particulars Corresponding
Three months Preceding three three months Previous year
ended months ended ended in ended
previous year
30-Jun-2021 31-Mar-2021 30-Jun-2020 31-Mar-2021
(Un-Audited) (Audited) (Un-Audited) (Audited)
(refer note-2)
I Revenue from operations 7,410 8,104 4,925 27,902
II Other income 262 131 228 889
III Total income (I+II) 7,672 8,235 5,153 28,791
IV Expenses
Employee benefits expense 3,092 3,067 2,177 11,450
Finance costs 28 47 26 136
Depreciation and amortization expense 348 344 191 1,246
Other expenses 1,777 2,428 924 7,169
Total expenses 5,245 5,886 3,318 20,001
V Profit before tax (III-IV) 2,427 2,349 1,835 8,790
VI Tax expense
Current tax 668 772 440 2,169
Adjustment of tax relating to earlier years - 1 - 498
Deferred tax charge - (201) 31 70
Total tax expense 668 572 471 2,737
VII Profit for the period (V-VI) 1,759 1,777 1,364 6,053
VIII Other comprehensive income
Items that will not be reclassified to profit
or loss
Remeasurement of the net defined benefit
liability/asset (44) 64 (64) 3
Income tax relating to items that will not be
reclassified to profit or loss 11 (17) 16 (1)
Items that will be reclassified subsequently to
profit or loss
Exchange differences on translation of foreign
operations 45 (183) - (157)
Total other comprehensive income for
the period 12 (136) (48) (155)
Total comprehensive income for the
IX
period (VII+VIII) 1,771 1,641 1,316 5,898
X Paid-up equity share capital
(Face value - INR 10 per equity share) 1,805 1,805 1,862 1,805
XI Earnings per equity share
(nominal value of share INR 10)
Basic and diluted 9.74 9.85 7.32 33.00
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NOTES:

1 These results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (‘Ind AS’) notified under section 133 of Companies Act, 2013. These results have been reviewed by the Audit Committee and upon their recommendation, approved by the Board of Directors at their meeting held on 28 July 2021. The Statutory auditors of the Company have carried out limited review of the financial results for the quarter ended 30 June 2021 and an unmodified review report has been issued. The same are available with Stock Exchanges and on the Company’s website at www.mpslimited.com.

2 The figures for the three months ended 31 March 2021 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to preceding quarter of the relevant financial year.

Page 1-2

3 Segment Reporting

(a) Based on the “management approach” as defined in Ind AS 108 Operating Segments, the Chief Operating Decision Maker (‘CODM’) evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by business segments. During the quarter ended 30 June 2021, the CODM has evaluated and realigned the composition of the business segments to reflect the changes in the internal organisation structure and accordingly the segment revenue and results have been reclassified for all the reported periods. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.

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(INR in lacs)
S.No. Particulars Corresponding
Three months Preceding three three months Previous year
ended months ended ended in ended
previous year
30-Jun-2021 31-Mar-2021 30-Jun-2020 31-Mar-2021
(Un-Audited) (Audited) (Un-Audited) (Audited)
I Segment revenue
Content solutions 4,353 4,016 3,940 16,017
Platform solutions 3,057 4,088 985 11,885
Total revenue from operations 7,410 8,104 4,925 27,902
II Segment results (profit before tax, exceptional items and
interest from each segment)
Content solutions 1,774 1,486 1,744 6,511
Platform solutions 1,035 1,247 527 3,661
Total 2,809 2,733 2,271 10,172
Less: Finance cost 28 47 26 136
Less: Un-allocable expenditure (net of un-allocable income) 354 337 410 1,246
Profit before tax 2,427 2,349 1,835 8,790
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• (b) Assets and liabilities used in the Company’s business are not identified to any of the reportable segments, as these are used interchangeably between segments and the management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities.

• 4 On 1 July 2020, the Company has completed the acquisition of the HighWire Press US Business at a purchase consideration of INR 5,181 Lacs through its US branch and the newly incorporated wholly owned subsidiary, HighWire North America LLC. This being a Business Combination thus based on the purchase price allocation to the various identifiable acquired assets and assumed liabilities, goodwill of INR 3,423 Lacs has been recognised. The measurement period of goodwill has been closed on 30 June 2021 as per applicable accounting standards. MPS North America LLC, an existing US based wholly owned subsidiary of the Company has also acquired, through Stock Purchase Agreement, 100% shares of HighWire Press Limited, based at Northern Ireland along with its wholly owned subsidiary, Semantico Limited, based at United Kingdom at a purchase consideration of INR 770 Lacs.

• 5 The Code on Social Security, 2020 (the Code) relating to employee benefits during employment and post-employment benefits has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and rules are yet to be framed. The Company will assess the impact and will give appropriated impact in its financial results in the period in which, the Code becomes effective and the related rules are published.

• 6 In assessing the recoverability of receivables including unbilled receivables, contract assets, goodwill, intangible assets and investments, the Company has considered internal and external information up to the date of approval of these financial results including economic forecasts considering emerging situations due to COVID-19. Based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties in future periods.

By Order of the Board of Directors

Rahul Arora

Place: Gurugram Date: 28 July 2021

Digitally signed by Rahul Arora Rahul Arora DN: cn=Rahul Arora, o=MPS Limited, ou, email=rahul.arora@mpslimited.com, c=IN Date: 2021.07.28 19:17:09 +05'30' Chairman and Managing Director

Page 2-2

Walker Chandiok & Co LLP

Walker Chandiok & Co LLP 21st Floor, DLF Square Jacaranda Marg, DLF Phase II Gurugram - 122002 India T +91 124 462 8099 F +91 124 462 8001

Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of MPS Limited

1. We have reviewed the accompanying statement of standalone unaudited financial results (‘the Statement’) of MPS Limited (‘the Company’) for the quarter ended 30 June 2021, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.

2. The Statement, which is the responsibility of the Company’s Management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (‘Ind AS 34’), prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

Walker Chandiok & Co LLP is registered with limited liability with identification Number AAC-2085 and its registered office at L-41 Connaught Circus, New Delhi, 110001 ,India

Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurgaon, Hyderabad, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP

Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results of MPS Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont’d)

1. The review of standalone unaudited quarterly financial results for the period ended 30 June 2020 and audit of standalone financial results for the quarter and year ended 31 March 2021 included in the Statement was carried out and reported by BSR & Co. LLP (Chartered Accountants) who have expressed unmodified conclusion vide their review report dated 11 August 2020 and unmodified opinion vide their audit report dated 26 May 2021, respectively, whose reports have been furnished to us and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No: 001076N/N500013 Digitally signed by Rohit Arora Date: 2021.07.28 17:23:48 +05:30 Rohit Arora Partner Membership No.: 504774 UDIN: 21504774AAAAFO3765

Place: Gurugram Date: 28 July 2021

Chartered Accountants

MPS Limited

Registered Office: 4th Floor, R.R Towers IV, Super A, 16/17, T.V.K. Industrial Estate, Guindy, Chennai 600 032 Tel: +91 44 49162222, Fax: +91 44 49162225, Email: investors@mpslimited.com, Web site: www.mpslimited.com CIN: L22122TN1970PLC005795

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2021

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(INR in lacs, except per equity share data)
S.No. Particulars Corresponding
Three months Preceding three three months Previous year
ended months ended ended in ended
previous year
30-Jun-2021 31-Mar-2021 30-Jun-2020 31-Mar-2021
(Un-Audited) (Audited) (Un-Audited) (Audited)
(refer note-2)
I Revenue from operations 11,715 11,425 8,177 42,255
II Other income 325 212 249 987
III Total income (I+II) 12,040 11,637 8,426 43,242
IV Expenses
Employee benefits expense 5,287 5,321 3,956 20,254
Finance costs 41 63 42 204
Depreciation and amortization expense 546 558 387 2,122
Other expenses 3,284 3,247 2,150 11,323
Total expenses 9,158 9,189 6,535 33,903
V Profit before tax (III-IV) 2,882 2,448 1,891 9,339
VI Tax expense
Current tax 723 798 474 2,372
Adjustment of tax relating to earlier years - - - 498
Deferred tax charge 18 361 31 613
Total tax expense 741 1,159 505 3,483
VII Profit for the period (V-VI) 2,141 1,289 1,386 5,856
VIII Other comprehensive income
Items that will not be reclassified to profit or
loss
Remeasurement of the net defined benefit
liability/asset (36) 140 (75) 69
Income tax relating to items that will not be
reclassified to profit or loss 9 (35) 19 (17)
Items that will be reclassified subsequently to
profit or loss
Exchange differences on translation of foreign
operations 228 (182) - (273)
Total other comprehensive income for
the period 201 (77) (56) (221)
Total comprehensive income for the
IX
period (VII+VIII) 2,342 1,212 1,330 5,635
X Paid-up equity share capital
(Face value - INR 10 per equity share) 1,805 1,805 1,862 1,805
XI Earnings per equity share
(nominal value of share INR 10)
Basic and diluted 11.86 7.14 7.44 31.92
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NOTES:

1 These results have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (‘Ind AS’) notified under section 133 of Companies Act, 2013. These results have been reviewed by the Audit Committee and upon their recommendation, approved by the Board of Directors at their meeting held on 28 July 2021. The Statutory auditors of the Company have carried out limited review of the financial results for the quarter ended 30 June 2021 and an unmodified review report has been issued. The same are available with Stock Exchanges and on the Company’s website at www.mpslimited.com.

2 The figures for the three months ended 31 March 2021 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to preceding quarter of the relevant financial year.

Page 1-2

3 Segment Reporting

(a) Based on the “management approach” as defined in Ind AS 108 Operating Segments, the Chief Operating Decision Maker (‘CODM’) evaluates the Group’s performance and allocates resources based on an analysis of various performance indicators by business segments. During the quarter ended 30 June 2021, the CODM has evaluated and realigned the composition of the business segments to reflect the changes in the internal organisation structure and accordingly the segment revenue and results have been reclassified for all the reported periods. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.

(INR in lacs)

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S.No. Particulars Corresponding
Three months Preceding three three months Previous year
ended months ended ended in ended
previous year
30-Jun-2021 31-Mar-2021 30-Jun-2020 31-Mar-2021
(Un-Audited) (Audited) (Un-Audited) (Audited)
I Segment revenue
Content solutions 6,137 6,054 5,385 22,394
eLearning solutions 2,213 1,753 1,763 7,283
Platform solutions 3,365 3,618 1,029 12,578
Total revenue from operations 11,715 11,425 8,177 42,255
II Segment results (profit before tax, exceptional items
and interest from each segment)
Content solutions 1,845 1,843 1,849 7,229
eLearning solutions 215 (104) (92) (458)
Platform solutions 1,168 1,029 598 3,956
Total 3,228 2,768 2,355 10,727
Less: Finance costs 41 63 42 204
Less: Un-allocable expenditure (net of un-allocable income) 305 257 422 1,184
Profit before tax 2,882 2,448 1,891 9,339
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(b) Assets and liabilities used in the Group’s business are not identified to any of the reportable segments, as these are used interchangeably between segments and the management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities.

4 On 1 July 2020, the Company has completed the acquisition of the HighWire Press US Business at a purchase consideration of INR 5,181 Lacs through its US branch and the newly incorporated wholly owned subsidiary, HighWire North America LLC. MPS North America LLC, an existing US based wholly owned subsidiary of the Company has also acquired, through Stock Purchase Agreement, 100% shares of HighWire Press Limited, based at Northern Ireland along with its wholly owned subsidiary, Semantico Limited, based at United Kingdom at a purchase consideration of INR 770 Lacs. This being a Business Combination thus based on the purchase price allocation to the various identifiable acquired assets and assumed liabilities, goodwill of INR 2,522 Lacs has been recognised. The measurement period of goodwill has been closed on 30 June 2021 as per applicable accounting standards.

5 The amendment in the Income Tax Act through the Finance Bill enacted in March 2021 has taken out goodwill from the purview of tax depreciation with effect from 1 April 2020. Consequent to the enactment and as per the requirements of Ind AS 12, the Group has recognised a deferred tax expense of INR 561 Lacs for the year ended 31 March 2021 being the deferred tax liability on difference between book base and tax base of goodwill for MPS Interactive Systems Limited in respect of business acquired from Tata Interactive Systems in financial year 2018-19.

6 The Code on Social Security, 2020 (the Code) relating to employee benefits during employment and post-employment benefits has been enacted, which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and rules are yet to be framed. The Company and its Indian subsidiary will assess the impact and will give appropriated impact in its financial results in the period in which, the Code becomes effective and the related rules are published.

• 7 In assessing the recoverability of receivables including unbilled receivables, contract assets, goodwill, intangible assets and investments, the Group has considered internal and external information up to the date of approval of these financial results including economic forecasts considering emerging situations due to COVID-19. Based on current indicators of future economic conditions, the Group expects to recover the carrying amount of these assets. Due to the nature of the pandemic, the Group will continue to monitor developments to identify significant uncertainties in future periods.

• 8 The standalone results of the Company are also available on the Company’s website www.mpslimited.com. The key standalone financial information of the Company is given below:

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(INR in lacs)
Particulars Corresponding
Three months Preceding three three months Previous year
ended months ended ended in ended
previous year
30-Jun-2021 31-Mar-2021 30-Jun-2020 31-Mar-2021
(Un-Audited) (Audited) (Un-Audited) (Audited)
Revenue from operations 7,410 8,104 4,925 27,902
Profit before tax 2,427 2,349 1,835 8,790
Tax expense 668 572 471 2,737
Profit for the period 1,759 1,777 1,364 6,053
Other comprehensive income, net of income tax 12 (136) (48) (155)
Total comprehensive income for the period 1,771 1,641 1,316 5,898
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Place: Gurugram Date: 28 July 2021

By Order of the Board of Directors Rahul Arora Digitally signed by Rahul Arora Rahul DN: cn=Rahul Arora, o=MPS Limited, ou, email=rahul.arora@mpslimited.com, Arora c=IN Date: 2021.07.28 19:06:50 +05'30' Chairman and Managing Director

Page 2-2

Walker Chandiok & Co LLP

Walker Chandiok & Co LLP 21st Floor, DLF Square Jacaranda Marg, DLF Phase II Gurugram - 122002 India T +91 124 462 8099 F +91 124 462 8001

Independent Auditor’s Review Report on Consolidated Unaudited Quarterly Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of MPS Limited

1. We have reviewed the accompanying statement of unaudited consolidated financial results (‘the Statement’) of MPS Limited (‘the Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’) (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 30 June 2021, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.

2. This Statement, which is the responsibility of the Holding Company’s management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (‘Ind AS 34’), prescribed under section 133 of the Companies Act, 2013 (‘the Act’), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), to the extent applicable.

Walker Chandiok & Co LLP is registered with limited liability with identification Number AAC-2085 and its registered office at L-41 Connaught Circus, New Delhi, 110001 ,India

Chartered Accountants Offices in Bengaluru, Chandigarh, Chennai, Gurgaon, Hyderabad, Kolkata, Mumbai, New Delhi, Noida and Pune

Walker Chandiok & Co LLP

Independent Auditor’s Review Report on Consolidated Unaudited Quarterly Financial Results of MPS Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont’d)

1. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review reports of the other auditors referred to in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.

2. We did not review the interim financial results of one subsidiary included in the Statement, whose financial information reflects total revenues of ₹ 491 Lacs, total net profit after tax of ₹ 113 Lacs, total comprehensive income of ₹ 113 Lacs, for the quarter ended on 30 June 2021, as considered in the Statement. These interim financial results have been reviewed by other auditors whose review report has been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the review report of such other auditors and the procedures performed by us as stated in paragraph 3 above.

Further, this subsidiary is located outside India, whose interim financial results have been prepared in accordance with accounting principles generally accepted in its respective country and which have been reviewed by other auditors under International Standard on Review Engagement (ISRE) 2410, applicable in its respective country. The Holding Company’s management has converted the financial results of such subsidiary from accounting principles generally accepted in its respective country to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company’s management. Our conclusion, in so far as it relates to the balances and affairs of this subsidiary is based on the review report of other auditors and the conversion adjustments prepared by the management of the Holding Company and reviewed by us.

Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.

1. The review of unaudited consolidated quarterly financial results for the period ended 30 June 2020 and audit of consolidated financial results for the quarter and year ended 31 March 2021 included in the Statement was carried out and reported by BSR & Co. LLP (Chartered Accountants) who have expressed unmodified conclusion vide their review report dated 11 August 2020 and unmodified opinion vide their audit report dated 26 May 2021, respectively, whose reports have been furnished to us and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter.

For Walker Chandiok & Co LLP Chartered Accountants

Firm Registration No: 001076N/N500013 Digitally signed by Rohit Arora Date: 2021.07.28 17:23:48 +05:30

Rohit Arora Partner Membership No.: 504774 UDIN: 21504774AAAAFN9007

Place: Gurugram Date: 28 July 2021

Chartered Accountants

Walker Chandiok & Co LLP

Independent Auditor’s Review Report on Consolidated Unaudited Quarterly Financial Results of MPS Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont’d)

Annexure 1

List of entities included in the Statement

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Entity name Relationship
MPS Interactive Systems Limited Subsidiary
MPS North America LLC Subsidiary
MPS Europa AG Subsidiary
HighWire North America LLC Subsidiary
High Wire Press Limited Subsidiary
Semantico Limited Subsidiary
TOPSIM GmbH Subsidiary
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Chartered Accountants

Q1 FY22 Earnings Presentation

Disclaimer

This presentation contains forward-looking statements, inter-alia, to enable investors to comprehend Company’s prospects and take informed investment decisions. This report and other statements – written and oral – that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is, inter-alia, subject to assumptions, risks, uncertainties, including but not limited to our ability to successfully conclude and integrate (potential) acquisition(s) and general regulatory and economic conditions affecting the industry. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, expected or projected. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further this presentation may also contain references to findings of various reports available in public domain. We make no representations as to their accuracy or that we necessarily subscribe to those findings. Figures for previous periods / year have been regrouped, wherever necessary.

2

Q1 FY22 sets the tone for the T.I.M.E to THRIVE expansion phase

Consolidated

	Metrics	FY'22 Q1	FY'21 Q1	FY’21 Q4
Revenue	FX Gain/Loss adjusted revenue (INR Lacs)	11,791	8,226	11,452
	Reported revenue (INR Lacs)	11,715	8,177	11,425
Profit	EBITDA on FX adjusted revenue (INR Lacs)	3,292	2,132	2,905
	PBT (INR Lacs)	2,882	1,891	2,448
	PAT (INR Lacs)	2,141	1,386	1,289
Margin	EBITDA (%)	27.9%	25.9%	25.4%
	PBT (%)	24.4%	23.0%	21.4%
	PAT (%)	18.2%	16.8%	11.3%
Headcount	At the end of each reporting period in Nos.	2,662	2,511	2,621
EPS	Basic and Diluted EPS (INR)	11.86	7.44	7.14

Profit and Margins are on FX Gain/Loss adjusted revenue.

Total Cash and Cash equivalents (including investment in Mutual funds) as on 30-June-2021 are INR 227 Crores and INR 180 Crores as on 31-Mar-21.

The company has zero debt.

3

All Business Segments marching forward with their strengths

	Metrics	FY'22 Q1	FY'22 Q1	FY'22 Q1	FY'21 Q1	FY'21 Q1	FY'21 Q1
		Content Solutions	Platform Solutions	eLearning Solutions	Content Solutions	Platform Solutions	eLearning Solutions
Revenue	FX Gain/Loss adjusted revenue (INR Lacs)	6,204	3,363	2,224	5,416	1,037	1,773
	Reported revenue (INR Lacs)	6,137	3,365	2,213	5,385	1,029	1,763
Margin	EBITDA (%)	27.2%	36.1%	17.7%	30.0%	38.1%	6.3%
	PBT (%)	26.3%	30.1%	10.8%	29.1%	37.1%	(4.0%)
	PAT (%)	19.3%	21.7%	9.7%	21.6%	27.5%	(4.1%)
Headcount	At the end of each reporting period in Nos.	2,186	247	229	2,063	145	303

• During Q1 22, the composition of the business segments has been realigned to reflect the changes in the internal organization structure and accordingly the segment revenue and results have been reclassified for all the reported periods.

• Platform Solutions segment includes HighWire Group and other interests related to platforms.

• TOPSIM GmBH has been moved under eLearning.

• Margins are on FX Gain/Loss adjusted revenue.

4

Profitability in Q1 FY22 improved across the business over Q4 FY21

	Metrics	FY'22 Q1	FY'22 Q1	FY'22 Q1	FY’21 Q4	FY’21 Q4	FY’21 Q4
		Content Solutions	Platform Solutions	eLearning Solutions	Content Solutions	Platform Solutions	eLearning Solutions
Revenue	FX Gain/Loss adjusted revenue (INR Lacs)	6,204	3,363	2,224	6,079	3,620	1,753
	Reported revenue (INR Lacs)	6,137	3,365	2,213	6,054	3,618	1,753
Margin	EBITDA (%)	27.2%	36.1%	17.7%	27.7%	31.5%	4.8%
	PBT (%)	26.3%	30.1%	10.8%	26.4%	24.9%	(3.3%)
	PAT (%)	19.3%	21.7%	9.7%	20.7%	17.6%	(34.4%)
Headcount	At the end of each reporting period in Nos.	2,186	247	229	2,132	254	235

• During Q1 22, the composition of the business segments has been realigned to reflect the changes in the internal organization structure and accordingly the segment revenue and results have been reclassified for all the reported periods.

• Platform Solutions segment includes HighWire Group and other interests related to platforms.

• TOPSIM GmBH has been moved under eLearning.

• Margins are on FX Gain/Loss adjusted revenue.

5

Diversity core to improvement in all business health metrics

Consolidated

	Metrics	FY'22 Q1	FY'21 Q1	FY'21 Q4
Currency Contribution (%)	USD	79%	81%	82%
	GBP	9%	5%	9%
	EURO	5%	7%	3%
	CHF	4%	3%	3%
	INR	1%	2%	1%
	Others	2%	2%	2%
Geographic Concentration	North America	68%	67%	71%
	UK/Europe	28%	27%	25%
	Rest of the World	4%	6%	4%
Debtors	DSO	59	62	71
Client Concentration	Clients Billed	467	351	462
	Top 5 contribution	34%	51%	38%
	Top 10 contribution	47%	65%	50%
	Top 15 contribution	55%	71%	59%

Multiple entities of the same customer group have been considered as one client. Previous period numbers have been realigned to match the current period presentation.

6

Corporate Social Responsibility Update

Total CSR Spending is INR 39 Lacs for Q1 FY 22.

• Girl’s Education Project: We partner with an NGO, IIMPACT, to adopt teaching schools that provide quality education to girls from marginalized communities. We have supported a 100 centers that have 3,000 girls enrolled into the program.

• Impart Higher Values of Life: We provide financial assistance to Vedanta Cultural Foundation, a public charitable trust, to support their programs in the field of education, research, and welfare.

• Mental Healthcare: We partner with Sambandh Health Foundation to raise awareness about mental health and mental illness.

• Support for Physically Challenged Children: We provide financial assistance to Prem Charitable Trust, a registered charitable trust, to build homes for mentally retarded and physically handicapped children.

• Remedial Education to Students with Learning Disabilities: We work with REACH, Remedial Education and Centre for Holistic Development, to provide education to students with learning disabilities across all ages.

7

Thank you.