MPS Limited — Proxy Solicitation & Information Statement 2024

Jan 31, 2024

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Ref: MPSL/SE/86/2023-24 Date: 31 January 2024

	✓	National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot no. C/1, G Block, Bandra – Kurla Complex, Bandra (East), Mumbai - 400 051, India Symbol:MPSLTD ISIN:INE943D01017		BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001, India Scrip Code:532440 ISIN:INE943D01017

Dear Sirs,

Sub: Intimation for passing of Resolution by Postal Ballot process through remote e-voting initiated by the Company for seeking approval of the Shareholders.

This is in regard to our earlier intimation dated 23 January 2024, as an Outcome of Board Meeting, wherein the Board of Directors of the Company had inter-alia considered and approved the Notice of Postal Ballot for the Appointment of Mr. Suhas Khullar (DIN: 07593659) as an Independent Non-Executive Director of the Company, to hold office for a term of up to 2(Two) consecutive years with effect from 01 January 2024 to 31 December 2025 (both days inclusive) and fixed the cut-off date as Friday, 26 January 2024 (“Cut-off Date”), for the purpose of dispatch of the Postal Ballot Notice and reckoning of remote e-voting rights.

In this regard, this is to inform that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with the rules framed thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has initiated the process of Postal Ballot by remote e-voting, for seeking approval of the shareholders for Appointment of Mr. Suhas Khullar as an Independent Non-Executive Director of the Company.

A copy of the Postal Ballot Notice, Explanatory Statement and remote e-voting instructions are enclosed herewith and the same is also available on the Company’s website (www.mpslimited.com), CDSL’s website (www.cdslindia.com), also on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com).

The Company has completed the dispatch of the Postal Ballot Notice via email today, 31 January 2024, to all the shareholders whose name appears in the Register of Members/List of Beneficial Owners as on the Cut-off Date.

The remote e-voting period commences on Friday, 02 February 2024, 09.00 AM (IST) and ends on Saturday, 02 March 2024, 05.00 PM (IST).

This is for your information and record.

Yours Faithfully, For MPS Limited

RAMAN SAPRA Digitally signed by RAMAN SAPRA DN: c=IN, o=PERSONAL, title=9408, pseudonym=43dbd303263049bf818a076f6d838560, 2.5.4.20=18cf30a1544184712dd62ca166b9893ae39be03b72c0f4a44c907cf6e8f25d25, postalCode=201014, st=Uttar Pradesh, serialNumber=15cbe9dded45c032a01894d72a7cb7af4313fb2366016cd2de145cfc530838fc, cn=RAMAN SAPRA Date: 2024.01.31 19:39:43 +05'30'

Raman Sapra

Company Secretary and Compliance Officer

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

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MPS LIMITED

CIN: L22122TN1970PLC005795

Registered Office: RR Towers IV, 16/17, Super A, Thiru-Vi-Ka, Industrial Estate Guindy, Chennai – 600 032, Tamil Nadu Corporate Office: A-1, 4[th] Floor, Tower-A, Windsor IT Park, Sector 125, Noida, UP-201303 Tel: +91-120-4599750 , Email: investors@mpslimited.com , Website: www.mpslimited.com

Notice of Postal Ballot (“Notice” or “Postal Ballot Notice”)

To, The Shareholders, MPS Limited

Notice is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“ the Act ”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Management Rules ”), Secretarial Standards- 2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India on General Meeting, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“ SEBI Listing Regulations ”) and the relaxations and clarifications issued by the Ministry of Corporate Affairs vide General Circular Nos. 14/2020 dated 08 April 2020, 17/2020 dated 13 April 2020 read with other relevant circulars, including General Circular No. 03/2022 dated 05 May 2022 and 11/2022 dated 28 December 2022 and the latest General Circular No. 09/2023 dated 25 September 2023 (“ MCA Circulars ” ) and other applicable laws, rules, circulars, regulations and notifications issued thereunder (including any statutory modification or re-enactment thereof, for the time being in force), that the resolution as set out in the Notice is proposed for consideration by the Members of the MPS Limited (hereinafter referred to as “ Company ”) for passing by means of Postal Ballot by way of voting through electronic means (‘remote e-voting’) only.

In compliance with the aforesaid MCA Circulars and Regulation 44 of SEBI Listing Regulations, this Postal Ballot Notice is being sent only through electronic mode to those members whose e- mail addresses are registered with Cameo Corporate Services Limited (“ Cameo ”), the Company’s Registrar and Share Transfer Agent (“RTA”) or Depository Participants (“ Depositories ”) as on the cut-off date of Friday, 26 January 2024. If your e-mail address is not registered with the Company/Depositories/RTA, please follow the process provided in the Notes to receive this Postal Ballot Notice, login ID, and password for remote e-voting. The communication of the assent or dissent of the members would only take place through remote e-voting.

Please note that there will be no dispatch of physical copies of the Notice to the Members of the Company, since such requirement is dispensed with as per the above-mentioned MCA Circulars.

An Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, setting out the material facts, reasons and the instruction of remote e-voting is appended to this Postal Ballot Notice.

The Board of Directors (“ Board ”) in their meeting held on 23 January 2024 had appointed Mr. R. Sridharan (ICSI Membership CP No.3239-FCS No.4775) of M/s. R. Sridharan & Associates, Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process through remote e-voting, in a fair and transparent manner. Further, the Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) to provide remote e-voting facility to the Equity Shareholders of the Company.

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In accordance with the provisions of the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is providing remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the notes under the section ‘ General information and instructions relating to remote e- voting ’ in this notice (‘Postal Ballot Notice’) to cast their votes electronically from their respective locations. The remote e-voting commences from 09.00 AM (IST) on Friday, 02 February 2024 and Members are requested to cast their votes through the remote e-voting process not later than 05:00 PM (IST) on Saturday, 02 March 2024 , to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the concerned member. The remote e-voting facility will be blocked by CDSL immediately thereafter and the Members will not be allowed to cast their votes beyond the said date and time.

The members holding Equity Shares of the Company are requested to follow the procedure stated in the Notes for casting votes by remote e-voting. Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit the report to the Chairman or any other person authorised by him after completion of the scrutiny. The results of the Postal Ballot along with the Scrutinizer’s Report shall be announced by the Chairman or any other person authorised by him within 2 (two) working days at the registered office of the Company at RR Towers IV, 16/17, Super A, Thiru-Vi-Ka, Industrial Estate Guindy, Chennai – 600 032, Tamil Nadu. The Results of the Postal Ballot along with the Scrutinizer’s Report would be intimated to the National Stock Exchange of India Limited (“ NSE ”) and BSE Limited (“ BSE ”) (hereinafter collectively referred to as “ Stock Exchanges ”) where the equity Shares of the Company are listed and will be uploaded on the Company’s website at (www.mpslimited.com), as well as on the website of CDSL.

The proposed resolution, if passed by the requisite majority, shall be deemed to have been passed on 02 March 2024, being the last day of remote e-voting.

Item of business requiring approval of Equity Shareholders through Postal Ballot by ‘ remote e- voting ’ is given below:

SPECIAL BUSINESS:

- APPOINTMENT OF MR. SUHAS KHULLAR (DIN:07593659) AS AN INDEPENDENT NON EXECUTIVE DIRECTOR OF THE COMPANY.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b),17 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force) and taking into consideration the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors of the Company, Mr. Suhas Khullar (DIN:07593659), who was appointed as an Additional Director in the capacity of Independent Non-Executive Director of the Company with effect from 01 January 2024 and has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and in respect of whom the company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and is hereby appointed as an Independent Non-Executive Director of the Company to hold office for a term of 2(Two) consecutive years with effect from 01 January 2024 to 31 December 2025 (both days inclusive) on the terms and conditions as detailed in the appointment letter prepared pursuant to the provisions of Section 149 read with Schedule IV of the Act and SEBI Listing Regulations and that he shall not be liable to retire by rotation.

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RESOLVED FURTHER THA T the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

By Order of the Board For MPS Limited

Registered Office

RR Towers IV, 16/17, Super A, Thiru-Vi-Ka Industrial Estate Guindy, Chennai – 600 032, Tamil Nadu Sd/- CIN: L22122TN1970PLC005795 Website: www.mpslimited.com Raman Sapra E-mail: investors@mpslimited.com Company Secretary

M. No. F9233

Place: Gurugram, Haryana Date: 23 January 2024

Notes:

1. Explanatory Statement pursuant to Section 102 and Section 110 of the Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 36 of the SEBI Listing Regulations, and Secretarial Standards on General Meetings (SS-2) which sets out material facts is annexed herein and forms part of this Postal Ballot Notice.

2. In compliance with the MCA Circulars, the Notice is being sent in electronic form through email only to those members whose names appear in the Register of Members/List of Beneficial Owners as of the cut-off date i.e. 26 January 2024. For those members who have not registered their email with the Company/Depositories/RTA, please follow the process provided in the Notes to receive this Postal Ballot Notice, login ID, and password for remote e-voting. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice. A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only. The hard copy of the Notice along with the Postal Ballot forms and prepaid business envelope will not be sent to the Members for the Postal Ballot process. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.

3. For the purpose of providing remote e-voting facility, the Company has engaged the services of CDSL for facilitating remote e-voting and enabling the Members to cast their votes electronically.

4. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at (www.mpslimited.com), websites of the Stock Exchanges i.e. BSE at www.bseindia.com and NSE at www.nseindia.com respectively and on the website of CDSL at www.evotingindia.com.

5. All the documents referred to in this Notice and the Explanatory Statement pursuant to Section 102 of the Act, shall be available for inspection at the Registered Office and Corporate Office of the Company between 02.00 PM (IST) to 05.00 PM (IST) on all working days (except Saturdays, Sundays and Holidays). Such documents shall also be made available on the Company’s website (www.mpslimited.com) to facilitate online inspection till the date of announcement of the results of this Postal Ballot.

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6. Dispatch of the Postal Ballot Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Tamil (in vernacular language i.e. Tamil) and one English Newspaper circulated throughout India (in the English Language) and shall be hosted at the Company’s website at (www.mpslimited.com). The said public notice shall also mention the process for registration of email by those Members who have not yet registered their email with the Company.

7. The remote e-voting through electronic means will commence from 09.00 AM (IST) on Friday, 02 February 2024 and Members are requested to cast their votes through the remote e-voting process not later than 05:00 PM (IST) on Saturday, 02 March 2024. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it or cast the vote again.

8. The Resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same has been passed at a General Meeting of the Members.

9. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and by giving details of folio number, e-mail address and self-attested copy of PAN card to RTA at (investor@cameoindia.com), if the shares are held in physical form.

10. The Board of Directors of the Company had appointed Mr. R. Sridharan (ICSI Membership CP No.3239-FCS No.4775) of M/s. R. Sridharan & Associates, Company Secretaries, as the Scrutinizer for conducting the Postal Ballot through remote e-voting process, in a fair and transparent manner.

11. The Scrutinizer will submit the report to the Chairman or any other person authorised by him after completion of the scrutiny of the e-voting. The results of the Postal Ballot along with the Scrutinizer’s Report shall be announced by the Chairman or any other person authorised by him within 2 (two) working days at the registered office of the Company at RR Towers IV, 16/17, Super A, Thiru-Vi-Ka Industrial Estate, Guindy, Chennai – 600 032, Tamil Nadu.

12. The results of the Postal ballot along with the Scrutinizer’s Report will be intimated to the Stock Exchanges wherein the equity Shares of the Company are listed and will be uploaded on the Company’s website at (www.mpslimited.com), as well as the website of CDSL.

13. Any query in relation to the Resolution proposed to be passed by this Postal Ballot may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited(CDSL), A Wing, 25[th ] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai-400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll-free no. 1800 22 55 33.

THE FACILITY TO EXERCISE VOTE THROUGH ELECTRONIC MEANS WILL BE AVAILABLE DURING THE FOLLOWING PERIOD:

• Commencement of remote e-voting: From 09:00 AM (IST) on Friday, 02 February 2024

 End of remote e-voting: At 05:00 PM (IST) on Saturday, 02 March 2024

The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

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GENERAL INFORMATION AND INSTRUCTIONS RELATING TO REMOTE E-VOTING:

• Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in Demat mode.

• Step 2: Access through the CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in Demat mode.

• (i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facilities to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to public consultation, it has been decided to enable e-voting to all the Demat account holders, by way of a single login credential, through their Demat accounts/websites of Depositories/Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing the ease and convenience of participating in the e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in Demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December 2020 on the e-Voting facility provided by Listed Companies, Individual shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email in their Demat accounts in order to access the e-Voting facility.

PURSUANT TO ABOVE SAID SEBI CIRCULAR, LOGIN METHOD FOR E-VOTING FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

1) Users who have opted for the CDSL Easi/Easiest facility, can login through their existing user id and password. An option will be made available to reach the e-Voting page without any further authentication. The users to login to Easi/Easiest are requested to visit the CDSL website www.cdslindia.com and click on the login icon & New System Myeasi Tab. 2) After successful login, the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the Company. On clicking the e-Voting option, the user will be able to see the e- Voting page of the e-Voting service provider for casting their vote during the remote e-Voting period or joining virtual meetings & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ websites directly. 3) If the user is not registered for Easi/Easiest, an option to register is available at the CDSL website www.cdslindia.com and click on the login & New System Myeasi Tab and then click on the registration option.

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	**4) **	Alternatively, the user can directly access the e-Voting page by providing a Demat Account Number and PAN No. from an e- Voting link available on thewww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e- Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in Demat mode with NSDL Depository	1) 2) **3) **	If you are already registered for the NSDL IDeAS facility, please visit the e-Services website of NSDL. Open the web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under the ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see the e-Voting page. Click on the Company name or e-Voting service provider name and you will be redirected to the e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, an option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open the web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of the e-Voting system is launched, click on the icon “Login” which is available under the ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit Demat account number held with NSDL), Password/OTP, and a Verification Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-Voting page. Click on the Company name or e-Voting service provider name and you will be redirected to the e-Voting service provider website for casting your vote during the remote e- Voting period.
Individual Shareholders (holding securities in Demat mode) login through their Depository Participants		You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for the e-Voting facility. After successful login, you will be able to see the e-Voting option. Once you click on the e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see the e- Voting feature. Click on the Company name or e-Voting service provider name and you will be redirected to the e-Voting service provider’s website for casting your vote during the remote e-Voting period.

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Important note: Members who are unable to retrieve their User ID/Password are advised to use Forget User ID and Forget Password option available at the above-mentioned website.

Helpdesk for Individual Shareholders holding securities in Demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

**Login type **		Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL		Members facing any technical issue in login can contact the CDSL helpdesk by sending a request to helpdesk.evoting@cdslindia.comor contacting toll- free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL		Members facing any technical issue in login can contact the NSDL helpdesk by sending a request to evoting@nsdl.co.in or contacting toll-free no.: 1800 1020 990 and 1800 22 44 30

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in Demat mode (i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on the “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter the Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

6) If you are a first-time user follow the steps given below:	6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Demat account or the Company records in order to login.  If both the details are not recorded with the Depository or Company, please enter the member id/folio number in the Dividend Bank details field.

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• (ii) After entering these details appropriately, click on the “SUBMIT” tab.

• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Demat form will now reach the ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that the Company opts for e-voting through the CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (v) Click on the EVSN for the relevant MPS Limited- 240122009 on which you choose to vote.

• (vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent from the Resolution.

• (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (x) You can also take a print of the votes cast by clicking on the “Click here to print” option on the Voting page.

• (xi) If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xii) There is also an optional provision to upload BR/POA if any are uploaded, which will be made available to the scrutinizer for verification.

• (xiii) Additional Facility for Non–Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote.

• The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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• Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/Authority letter, etc. together with the attested specimen signature of the duly authorized signatory who is authorized to vote, to the Scrutinizer and the Company at the email address viz; rsaevoting@gmail.com marking a copy to investors@mpslimited.com (designated e-mail address by the Company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders– Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact toll-free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai-400013 or send an email to helpdesk.evoting@cdslindia.com or call at tollfree no. 1800 22 55 33.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 - APPOINTMENT OF MR. SUHAS KHULLAR (DIN:07593659) AS AN INDEPENDENT NON EXECUTIVE DIRECTOR OF THE COMPANY

The Board of Directors on the recommendation of the Nomination and Remuneration Committee (the “NRC”) appointed Mr. Suhas Khullar (DIN:07593659) as an Additional Director in the capacity of Independent Non-Executive Director of the Company, for a term of 2(Two) consecutive years with effect from 01 January 2024 to 31 December 2025 (both days inclusive), under Sections 149,150 and 152 of the Act and Article 125 of the Articles of Association of the Company.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, the appointment of Independent Directors requires approval of the members of the Company. Further, in terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, effective from 01 January 2022, a listed entity shall ensure that approval of Members for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the appointment of Mr. Suhas Khullar would require the approval of Members of the Company on or before 31 March 2024.

Mr. Suhas Khullar is eligible to be appointed as an Independent Director for a term of 2(Two) consecutive years. The company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company. The Company has also received a declaration of independence from Mr. Suhas Khullar. In terms of Regulation 25(8) of the Listing Regulations, he has also confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director without any external influence. Further, Mr. Suhas Khullar is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act, nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority and has successfully registered himself in the Independent Director's Data Bank maintained by Indian Institute of Corporate Affairs.

In the opinion of the NRC and the Board, Mr. Suhas Khullar possesses the requisite skills and capabilities required for the role of an Independent Director of the Company and has rich experience of well-governed large organizations, financial management with an understanding of accounting and financial statements, regulatory environment, strategic planning and risk management, which would be beneficial to the Board of Directors and the Company, therefore it is considered desirable to avail his services as an Independent Director.

Further, in the opinion of the NRC and the Board, Mr. Suhas Khullar fulfils the conditions of Independence as specified in the Act, the Rules made thereunder and the SEBI Listing Regulations and is independent of the Management.

A brief profile of Mr. Suhas Khullar, along with additional details as required under Regulation 36 of SEBI Listing Regulations and SS-2, are given in the Annexure to this Notice.

In conformity with the Company’s Nomination and Remuneration Policy, Mr. Suhas Khullar will be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board and Committees thereof of which membership, if any, is held by him, reimbursement of expenses for participation in the meetings, such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Mr. Suhas Khullar’s appointment are available for inspection by the members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website at https://www.mpslimited.com/.

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In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Suhas Khullar as an Independent Director is now being placed before the Members for their approval. Further, in terms of Regulation 17(1C) of the Listing Regulations and other applicable provisions, the appointment of Mr. Suhas Khullar as an Independent Director is being placed for the approval of the members within the stipulated time frame.

Mr. Suhas Khullar, being the appointee, is interested in this resolution. Further, his relatives are also deemed to be interested in the resolution, to the extent of their shareholding, if any, in the Company. Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee considers the appointment of Mr. Suhas Khullar as an Independent Director in the interest of the Company and recommends the Special Resolution for the approval of Members.

For MPS Limited

Registered Office RR Towers IV, 16/17, Super A, Thiru-Vi-Ka Industrial Estate Guindy, Chennai – 600 032, Tamil Nadu CIN: L22122TN1970PLC005795 Website: www.mpslimited.com E-mail: investors@mpslimited.com

Sd/-

M. No. F9233

Place: Gurugram, Haryana Date: 23 January 2024

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Annexure to the Notice dated 23 January 2024

Details of the Director seeking Appointment as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial - Standard on General Meetings (SS 2) issued by ICSI is furnished below:

Name of the Director Mr. Suhas Khullar DIN 07593659 Date of Birth 07 June 1982 Date of first appointment on 01 January 2024 the Board Educational Qualifications Chartered Accountant, Post-Graduate Programme in Management from Indian School of Business (ISB), Hyderabad, Bachelor of Commerce. Expertise in specific functional Wide range of experience across Functional and General area Management, with expertise in Strategy and Financial Management. Directorships in other listed Nil Companies (excluding foreign companies) Membership/Chairpersonship Not Applicable of Committees in other listed companies (excluding foreign companies) Listed entities from which the Not Applicable Director has resigned from Directorship in last 3 (three) years No. of Shares held a) Own- Nil b) For other persons on a beneficial basis- Nil

Disclosure of relationships Nil between directors inter-se Number of Board meetings Not Applicable attended during FY2022-23 Brief Profile, Skills and Suhas has 20+ years of experience across consumer tech Capabilities startups, private equity, and consulting. He started his career with EY in the M&A Tax & Regulatory advisory and advised on complex multi-country transactions, including Vodafone's $11bn acquisition of Hutch's India business. Based on his performance, he was selected for Accelerated Career Path at EY. Post his MBA from ISB, in 2011 he joined Ares' India Private Equity (Real Estate) Fund, where he was leading their investments in North India. His portfolio spanned 16mn sq.ft. across residential, retail and townships. His exits netted an average of 27% IRR. He joined Shuttl in 2015 in its infancy, and led multiple functions like Finance, Government Relations, Supply and Strategy at different stages of Shuttl's journey. He was instrumental in raising more than $80mn for Shuttl, and in scaling Shuttl’s business to 100,000+ rides across multiple cities. He also played a key role in shaping the government policy for the sector. Post-COVID, he was appointed as the CEO at Shuttl, wherein he helped turn around the business.

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He is currently working as a CFO at Loco, India's leading streaming platform for esports. Terms and Conditions of Appointment as an Independent Non-Executive Director of Appointment the Company, not liable to retire by rotation, for a period of 2 (Two) consecutive years with effect from 01 January 2024 to 31 December 2025 (both days inclusive). The Terms and Conditions of appointment are in accordance with the Nomination and Remuneration Policy of the Company. The same is available for inspection by the members and is also provided on the Company’s website i.e. www.mpslimited.com Remuneration last drawn Not Applicable Remuneration proposed to be The Independent Directors shall be entitled to receive given remuneration by way of sitting fees for attending the meetings of the Board and committees, such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder.

By Order of the Board Registered Office For MPS Limited RR Towers IV, 16/17, Super A, Thiru-Vi-Ka, Industrial Estate Guindy, Chennai – 600 032, Tamil Nadu Sd/- CIN: L22122TN1970PLC005795 Website: www.mpslimited.com Raman Sapra E-mail: investors@mpslimited.com Company Secretary M. No. F9233 Place: Gurugram, Haryana Date: 23 January 2024

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