MPSLTD

Date: October 27, 2021 Listing Department Corporate Relationship Department The National Stock Exchange of BSE Limited India Limited Phiroze JeeJeebhoy Towers, Exchange Plaza, Plot no. C/1, G Dalal Street, Fort, Mumbai – 400 001 Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051 Trading Symbol: MPSLTD Scrip Code: 532440 Through: NEAPS Through: BSE Listing Centre Sub: Outcome of the Board Meeting pursuant to the Regulation 30 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Ref: Prior Intimation of the Board Meeting was submitted on October 19, 2021 Dear Sir/ Madam, We wish to inform you that the Board of Directors of the Company, at its meeting held today i.e. Wednesday, October 27, 2021, has inter-alia, approved: 1. Un-Audited Financial Results (Standalone & Consolidated) for the quarter and half year ended September 30, 2021 The un-audited Financial Results (Standalone and Consolidated) of the Company for the quarter and half year ended September 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 as Annexure - A. 2. Buyback of Shares, subject to the approval of the Shareholders The buyback of fully paid-up equity shares having a face value of INR 10 (Indian Rupee Ten only) each (“Equity Shares”), not exceeding 9,44,444 (Nine Lakhs Forty Four Thousand Four Hundred and Forty Four only) Equity Shares (representing upto 5.23% of the total paid up Equity Share capital of the Company as on 31st March, 2021) at a price of INR 900 (INR Nine Hundred only) per Equity Share payable in cash for an aggregate amount not exceeding INR 85,00,00,000 (INR Eighty Five Crores only), excluding tax payable under Income Tax Act, 1961 and any expenses incurred or to be incurred for the buyback viz. brokerage costs, fees, turnover charges, taxes such as tax on buyback, securities transaction tax and goods and services tax (if any), stamp duty, printing and dispatch expenses, if any, filing fees to SEBI, advisor/legal fees, public announcement publication expenses and other incidental and related expenses and charges (“Transaction Costs”) (such maximum amount hereinafter referred to as the “Buyback Offer Size”) which represents 21.50% and 20.35% of the fully paid-up Equity Share capital and free reserves as at September 30, 2021, (“being the latest standalone and consolidated un-audited & limited reviewed condensed interim financial statements as on September 30, 2021, available after the audited financial statements for the period ended March 31, 2021, as on the date of Board Meeting recommending the proposal for the Buyback”), on a standalone and consolidated basis respectively, to be sourced out of the free reserves of the Company (retained earnings) and/or such other 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 source as may be permitted by the Buyback Regulations or the Act, from all the Equity Shareholders/ Beneficial Owners of the Equity Shares of the Company, including the Promoter(s) as on the record date, to be announced in this regard, through the “tender offer” route, on a proportionate basis as prescribed under the SEBI Buyback Regulations. Members of the promoter and promoter group of the Company have confirmed their intention to participate in the proposed Buyback. Ernst & Young Merchant Banking Services LLP have been appointed as the 'Manager' to the Buyback. The proposed Buyback is subject to approval of shareholders by way of a special resolution through a postal ballot. The process, timelines and other requisite details with regard to the postal ballot will be separately communicated in due course. The process, record date, timelines and other requisite details of the Buyback will be set out in the public announcement and the letter of offer, in accordance with the Buyback Regulations. The Board has constituted the Buyback Committee (“Committee”) and have authorized the Committee 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. The pre-buyback shareholding pattern of the Company as on October 22, 2021 is enclosed herewith as Annexure-B. 3. Re-appointment of Independent Directors, subject to the approval of the shareholders. i) Ms. Jayantika Dave (DIN: 01585850), as an Independent Director of the Company to hold office for a period of 3 years with effect from October 30, 2021 to October 29, 2024. ii) Ms. Achal Khanna (DIN: 00275760), as an Independent Director of the Company to hold office for a period of 3 years with effect from October 30, 2021 to October 29, 2024. iii) Mr. Ajay Mankotia (DIN: 03123827), as an Independent Director of the Company to hold office for a period of 3 years with effect from January 29, 2022 to January 28, 2025. The re-appointment of Independent Directors is subject to approval of the shareholders by means of a special resolution through a postal ballot. The process, timelines and other requisite details with regard to the postal ballot will be separately communicated in due course. None of the Independent Directors are related to any of the existing Directors of the Company and are not debarred from holding the Office of Director by virtue of any order passed by SEBI or any other such authority. The Board has also noted the declaration of independence as received from them. Brief profile of Independent Directors is enclosed herewith as Annexure – C. 4. Appointment of Mr. Ratish Mohan Sharma as Chief Financial Officer in place of Mr. Sunit Malhotra with effect from November 1, 2021 a. The relinquishment of Mr. Sunit Malhotra as the Chief Financial Officer of the Company and Material Subsidiary i.e. MPS Interactive Systems Limited, with effect from the closing of the business hour on October 31, 2021. Mr. Malhotra will continue to operate as Company Secretary and Key Managerial Personnel of the Company & Material Subsidiary. 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 Mr. Sunit Malhotra is having more than 37 years of experience in the matters of corporate finance, accounts, secretarial, legal, and taxation. He qualified as Company Secretary in the year 1990 and as Chartered Accountant in the year 1984. b. The appointment of Mr. Ratish Mohan Sharma, Senior Vice President – Finance, as the Chief Financial Officer and Key Managerial Personnel of the Company & Material Subsidiary with effect from the start of the business hours on November 01, 2021. Mr. Ratish Mohan Sharma has more than 17 years of experience across big 4 and industry. His expertise includes corporate finance, financial planning & analysis, fund raising, corporate compliances and acquisitions. He had completed his professional degree i.e. Chartered Accountant in 2003 and also completed Diploma in IFRS from ACCA, UK in 2008 and also completed his Senior Management Programme from IIM Calcutta in the year 2016. Thanking you, Yours Sincerely, For MPS Limited 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 AND HALF YEAR ENDED 30 SEPTEMBER 2021 (INR in lacs, except per equity share data) S.No. Particulars Three months Preceding three Corresponding Year to date Year to date Previous year ended months ended three months figures for figures for ended ended in six months in six month in previous year current period previous period ended ended 30-Sep-2021 30-Jun-2021 30-Sep-2020 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Audited) I Revenue from operations 7,278 7,410 7,290 14,688 12,215 27,902 II Other income 335 262 153 597 381 889 III Total income (I+II) 7,613 7,672 7,443 15,285 12,596 28,791 IV Expenses Employee benefits expense 3,128 3,092 3,116 6,220 5,293 11,450 Finance costs 23 28 32 51 58 136 Depreciation and amortization expense 329 348 366 677 557 1,246 Other expenses 1,679 1,777 2,030 3,456 2,954 7,169 Total expenses 5,159 5,245 5,544 10,404 8,862 20,001 V Profit before tax (III-IV) 2,454 2,427 1,899 4,881 3,734 8,790 VI Tax expenses Current tax 623 668 332 1,291 772 2,169 Adjustment of tax relating to earlier years - - - - - 498 Deferred tax charge 13 - 178 13 209 70 Total tax expenses 636 668 510 1,304 981 2,737 VII Profit for the period (V-VI) 1,818 1,759 1,389 3,577 2,753 6,053 VIII Other comprehensive income Items that will not be reclassified to profit or loss Remeasurement of the net defined benefit liability/asset 19 (44) 22 (25) (42) 3 Income tax relating to items that will not be reclassified to profit or loss (5) 11 (5) 6 11 (1) Items that will be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations (69) 45 27 (24) 27 (157) Total other comprehensive income for the period (55) 12 44 (43) (4) (155) Total comprehensive income for the IX period (VII+VIII) 1,763 1,771 1,433 3,534 2,749 5,898 Paid-up equity share capital X (Face value - INR 10 per equity share) 1,805 1,805 1,862 1,805 1,862 1,805 Earnings per equity share XI (nominal value of share INR 10) Basic and diluted 10.07 9.74 7.46 19.82 14.78 33.00 Page 1-4 STATEMENT OF UNAUDITED STANDALONE ASSETS AND LIABILTIES (INR in lacs) S.No. Particulars As at As at 30-Sep-2021 31-Mar-2021 (Un-Audited) (Audited) A ASSETS 1 Non-current assets Property, plant and equipment 1,884 1,824 Investment property 103 104 Right-of-use assets 601 742 Goodwill 3,410 3,406 Other intangible assets 1,942 2,239 Financial assets Investments 12,051 12,339 Other financial assets 8,259 6,608 Income tax assets (net) 484 147 Other non-current assets 207 257 Total non-current assets 28,941 27,666 2 Current assets Financial assets Investments 296 626 Trade receivables 4,740 5,730 Cash and cash equivalents 3,575 2,118 Other bank balances 3,657 2,812 Loans 1 - Other financial assets 893 593 Other current assets 4,671 4,260 Total current assets 17,833 16,139 TOTAL ASSETS 46,774 43,805 B EQUITY AND LIABILITIES 1 Equity Equity share capital 1,805 1,805 Other equity 37,600 34,066 Total equity 39,405 35,871 2 Liabilities Non-current liabilities Financial liabilities Lease liabilities 530 1,063 Other financial liabilities 1 - Deferred tax liabilities (net) 96 90 Total non-current liabilities 627 1,153 3 Current liabilities Financial liabilities Lease liabilities 352 163 Trade payables Due to Micro and Small enterprises 2 56 Due to Others 3,114 3,152 Other financial liabilities 482 678 Other current liabilities 2,426 2,233 Provisions 147 249 Income tax liabilities (net) 219 250 Total current liabilities 6,742 6,781 TOTAL EQUITY AND LIABILITIES 46,774 43,805 Page 2-4 STATEMENT OF UNAUDITED STANDALONE CASH FLOWS (INR in lacs) S.No. Particulars Year to date figures Year to date figures for six months in for six months in Previous year current period previous period ended ended ended 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Audited) A Cash flows from operating activities Net profit before tax 4,881 3,734 8,790 Adjustments: Depreciation and amortisation expense 677 557 1,246 Interest income (271) (150) (591) Net (gain)/loss on sale of current investment (3) (31) (38) Finance costs 51 58 136 Gain on sale/disposal/discard of property, plant and equipment (net) (4) - (4) Miscellaneous income - - (40) Rent concession as a variable lease payment - (35) (35) Gain on investment carried at fair value through profit or loss (net) (7) (66) (78) Liabilities/provisions no longer required written back (2) (5) (8) Allowances for expected credit loss (87) 49 107 Bad debts written off 4 11 7 Allowances for doubtful advances (1) - 5 Income from government grants 10 - - Advances written off (net) 60 - 32 Unrealised foreign exchange loss (net) (4) 134 134 Unrealised foreign exchange (gain)/loss on mark-to-market on forward contracts 3 (122) (151) Operating cash flows before working capital changes 5,307 4,134 9,512 Decrease/(increase) in trade receivables 1,068 321 (1,096) (Increase)/decrease in loans - 1 (3) (Increase) in other financial assets (75) 32 16 (Increase)/decrease in other current assets (481) (26) 393 Decrease/(increase) in other non-current assets 50 (38) (92) (Decrease)/increase in trade payables (93) 455 739 (Decrease) in other financial liabilities (192) (193) (159) Decrease in other liabilities 220 (134) 557 (Decrease) in provisions (126) (140) (211) Cash generated from operations 5,678 4,412 9,656 Income tax paid (net of refund) (1,660) (830) (1,966) Net cash generated from operating activities (A) 4,018 3,582 7,690 B Cash flow from investing activities Purchase of property, plant and equipment (including capital work-in-proress) (257) (493) (502) Purchase of other intangible assets (15) (28) (84) Sale of property, plant and equipment 4 2 6 Acquisition of business (net of cash and cash equivalents acquired) - (4,498) (4,210) Investment in subsidiaries - (189) (189) Loan repaid by subsidiary - 2,053 2,053 Purchase of current investments (1,801) (16,089) (16,741) Sale of current investments 2,141 17,670 21,805 Purchase of term deposits (3,233) (1,514) (9,489) Redemption of term deposits 740 760 1,089 Redemption of investment in preference shares - 2,196 2,196 Rent received 299 125 416 Interest received 30 168 209 Net cash generated (used in)/from investing activities (B) (2,092) 163 (3,441) C Cash flow from financing activities Repayment of lease liabilities including interest expenses (394) (285) (684) Deposits placed / earmarked for buyback of equity shares - (3,490) - Transaction costs related to buy back of shares - (27) - Buy-back of equity shares - - (3,400) Expenses for buy-back of equity shares - - (35) Tax on buy-back of equity shares - - (779) Finance costs (4) - (14) Net cash used in financing activities (C) (398) (3,802) (4,912) Page 3-4 Net increase / (decrease) in cash and cash equivalents (A+B+C) 1,528 (57) (663) Impact on cash flows on account of foreign currency translation reserve (81) 7 5 Effects of exchange differences on cash and cash equivalents held in foreign currency 10 (215) (219) Cash and cash equivalents at the beginning of the period 2,118 2,995 2,995 Cash and cash equivalents at the end of the period 3,575 2,730 2,118 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 27 October 2021. The Statutory auditors of the Company have carried out limited review of the financial results for the quarter and half year ended 30 September 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 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 previous quarter, 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) S.No. Particulars Year to date Year to date Corresponding Three months Preceding figures for figures for Previous year three months ended three months six months six months ended ended in ended in current in previous previous year period ended period ended 30-Sep-2021 30-Jun-2021 30-Sep-2020 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Audited) I Segment revenue Content solutions 4,475 4,353 3,847 8,828 7,787 16,017 Platform solutions 2,803 3,057 3,443 5,860 4,428 11,885 Total revenue from operations 7,278 7,410 7,290 14,688 12,215 27,902 II Segment results (profit before tax, exceptional items and interest from each segment) Content solutions 1,920 1,774 1,508 3,694 3,252 6,511 Platform solutions 779 1,035 771 1,814 1,298 3,661 Total 2,699 2,809 2,279 5,508 4,550 10,172 Less: Finance cost 23 28 32 51 58 136 Less: Un-allocable expenditure (net of un-allocable income) 222 354 348 576 758 1,246 Profit before tax 2,454 2,427 1,899 4,881 3,734 8,790 (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. 3 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. 4 The board of directors at its meeting held on 27 October 2021, approved the proposal for buyback of upto 9,44,444 fully paid-up Equity Shares of INR 10 each (representing 5.23% of the total paid up share capital of the Company) at a price of INR 900 per equity share for an aggregate consideration not exceeding INR 8,500 Lacs, subject to the shareholders' approval. 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: 27 October 2021 Chairman and Managing Director Page 4-4 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 AND HALF YEAR ENDED 30 SEPTEMBER 2021 (INR in lacs, except per equity share data) S.No. Particulars Corresponding Year to date Year to date Three months Preceding three three months figures for figures for Previous year ended months ended ended in six months in six months in ended previous year current period previous period ended ended 30-Sep-2021 30-Jun-2021 30-Sep-2020 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Audited) I Revenue from operations 11,021 11,715 11,034 22,736 19,211 42,255 II Other income 386 325 127 711 376 987 III Total income (I+II) 11,407 12,040 11,161 23,447 19,587 43,242 IV Expenses Employee benefits expense 5,224 5,287 5,559 10,511 9,515 20,254 Finance costs 35 41 50 76 92 204 Depreciation and amortization expense 515 546 601 1,061 988 2,122 Other expenses 2,736 3,284 2,997 6,020 5,147 11,323 Total expenses 8,510 9,158 9,207 17,668 15,742 33,903 V Profit before tax (III-IV) 2,897 2,882 1,954 5,779 3,845 9,339 VI Tax expenses Current tax 662 723 402 1,385 876 2,372 Adjustment of tax relating to earlier years - - - - - 498 Deferred tax charge 69 18 162 87 193 613 Total tax expenses 731 741 564 1,472 1,069 3,483 VII Profit for the period (V-VI) 2,166 2,141 1,390 4,307 2,776 5,856 VIII Other comprehensive income Items that will not be reclassified to profit or loss Remeasurement of the net defined benefit liability/asset 6 (36) 33 (30) (42) 69 Income tax relating to items that will not be reclassified to profit or loss (1) 9 (8) 8 11 (17) Items that will be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations (149) 228 (178) 79 (178) (273) Total other comprehensive income (144) 201 (153) 57 (209) (221) Total comprehensive income for the IX period (VII+VIII) 2,022 2,342 1,237 4,364 2,567 5,635 Paid-up equity share capital X (Face value - INR 10 per equity share) 1,805 1,805 1,862 1,805 1,862 1,805 Earnings per equity share XI (nominal value of share INR 10) Basic and diluted 12.00 11.86 7.47 23.86 14.91 31.92 Page 1-4 STATEMENT OF UNAUDITED CONSOLIDATED ASSETS AND LIABILTIES (INR in lacs) S.No. Particulars As at As at 30-Sep-2021 31-Mar-2021 (Un-Audited) (Audited) A ASSETS 1 Non-current assets Property, plant and equipment 2,153 2,156 Investment property 103 104 Right-of-use assets 1,069 1,277 Goodwill 8,573 8,529 Other intangible assets 2,918 3,369 Financial assets Investments 100 388 Other financial assets 8,669 7,215 Income tax assets (net) 688 326 Deferred tax assets (net) - 56 Other non-current assets 322 375 Total non-current assets 24,595 23,795 2 Current assets Financial assets Investments 366 827 Trade receivables 6,613 9,054 Cash and cash equivalents 9,813 6,659 Other bank balances 4,922 3,604 Loans 1 1 Other financial assets 939 651 Income tax assets (net) 89 18 Other current assets 6,438 6,108 Total current assets 29,181 26,922 TOTAL ASSETS 53,776 50,717 B EQUITY AND LIABILITIES 1 Equity Equity share capital 1,805 1,805 Other equity 40,671 36,307 Total equity 42,476 38,112 2 Liabilities Non-current liabilities Financial liabilities Lease liabilities 696 1,292 Other financial liabilities 1 - Provisions 55 64 Deferred tax liabilities (net) 1,137 1,110 Total non-current liabilities 1,889 2,466 3 Current liabilities Financial liabilities Lease liabilities 732 543 Trade payables Due to Micro and Small enterprises 2 56 Due to Others 1,799 2,141 Other financial liabilities 954 1,093 Other current liabilities 5,426 5,586 Provisions 198 301 Income tax liabilities (net) 300 419 Total current liabilities 9,411 10,139 TOTAL EQUITY AND LIABILITIES 53,776 50,717 Page 2-4 STATEMENT OF UNAUDITED CONSOLIDATED CASH FLOW (INR in lacs) S.No. Particulars Year to date figures Year to date figures for six months in for six months in Previous year current period previous period ended ended ended 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Audited) A Cash flows from operating activities Net profit before tax 5,779 3,845 9,339 Adjustments: Depreciation and amortisation expense 1,061 988 2,122 Interest income (305) (112) (572) Net (gain)/loss on sale of current investment (4) (34) (42) Finance costs 76 92 204 Loss/ (gain) on sale/disposal/discard of property, plant and equipment (net) (4) (2) 12 Miscellaneous income - - (40) Rent concession as a variable lease payment - (42) (50) Gain on investment carried at fair value through profit or loss (net) (8) (77) (93) Liabilities/provisions no longer required written back (18) (5) (33) Allowances for expected credit loss (180) 159 165 Bad debts written off 82 14 33 Allowances for doubtful advances (1) - 4 Allowances for contract assets 10 - - Advances written off (net) 60 - 32 Unrealised foreign exchange loss (net) (29) 124 201 Unrealised foreign exchange (gain)/loss on mark-to-market on forward contracts 3 (122) (151) Operating cash flows before working capital changes 6,522 4,828 11,131 Decrease/(increase) in trade receivables 2,563 694 (940) (Increase)/ decrease in loans - - (3) (Increase)/ decrease in other financial assets (32) 55 107 (Increase)/ decrease in other current assets (399) 153 1,325 Decrease/(increase) in other non-current assets 52 (68) (85) (Decrease) in trade payables (399) (108) (277) (Increase) in other financial liabilities (120) (240) (123) (Decrease)/increase in other liabilities (132) (400) 907 (Decrease) in provisions (141) (99) (172) Cash generated from operations 7,914 4,815 11,870 Income tax paid (net of refund) (1,936) (692) (1,933) Net cash generated from operating activities (A) 5,978 4,123 9,937 B Cash flows from investing activities Purchase of property, plant and equipment (including capital work-in-progress) (265) (527) (587) Purchase of other intangible assets (17) (31) (87) Sale of property, plant and equipment 4 2 8 Acquisition of business (net of cash and cash equivalents acquired) - (4,737) (4,449) Purchase of current investments (2,076) (17,729) (18,631) Sale of current investments 2,549 22,096 26,512 Purchase of term deposits (3,528) (3,167) (12,336) Redemption of term deposits 762 2,376 3,104 Rent received 299 125 416 Interest received 31 54 121 Net cash (used in)/generated from investing activities (B) (2,241) (1,538) (5,929) C Cash flow from financing activities Repayment of lease liabilities including interest expenses (554) (469) (1,065) Deposits placed/earmarked for buyback of equity shares - (3,490) - Transaction costs related to buy back of shares - (27) - Buy-back of equity shares - - (3,400) Expenses for buy-back of equity shares - - (35) Tax on buy-back of equity shares - - (779) Finance costs (4) - (14) Net cash used in financing activities (C) (558) (3,986) (5,293) Net increase / (decrease) in cash and cash equivalents (A+B+C) 3,179 (1,401) (1,285) Page 3-4 Impact on cash flows on account of foreign currency translation reserve (35) (149) (7) Effects of exchange differences on cash and cash equivalents held in foreign currency 10 (215) (219) Cash and cash equivalents at the beginning of the period 6,659 8,170 8,170 Cash and cash equivalents at the end of the period 9,813 6,405 6,659 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 27 October 2021. The Statutory auditors of the Company have carried out limited review of the financial results for the quarter and half year ended 30 September 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 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) S.No. Particulars Year to date Year to date Three months Preceding Corresponding figures for figures for Previous year ended three months three months six months in six months in ended ended ended in current period previous period previous year ended ended 30-Sep-2021 30-Jun-2021 30-Sep-2020 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Audited) I Segment revenue Content solutions 6,119 6,137 5,302 12,256 10,687 22,394 eLearning solutions 1,899 2,213 1,756 4,112 3,519 7,283 Platform solutions 3,003 3,365 3,976 6,368 5,005 12,578 Total revenue from operations 11,021 11,715 11,034 22,736 19,211 42,255 II Segment results (profit before tax, exceptional items and interest from each segment) Content solutions 2,082 1,845 1,675 3,927 3,524 7,229 eLearning solutions 209 215 (257) 424 (349) (458) Platform solutions 775 1,168 962 1,943 1,560 3,956 Total 3,066 3,228 2,380 6,294 4,735 10,727 Less: Finance costs 35 41 50 76 92 204 Less: Un-allocable expenditure (net of un-allocable income) 132 305 376 437 798 1,184 Profit before tax 2,899 2,882 1,954 5,781 3,845 9,339 (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. 3 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. 4 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. 5 The board of directors at its meeting held on 27 October 2021, approved the proposal for buyback of upto 9,44,444 fully paid-up Equity Shares of INR 10 each (representing 5.23% of the total paid up share capital of the Company) at a price of INR 900 per equity share for an aggregate consideration not exceeding INR 8,500 Lacs, subject to the shareholders’ approval. 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: (INR in lacs) Particulars Year to date Year to date Three months Preceding three Corresponding figures for figures for Previous year ended months ended three months six months in six months in ended ended in current period previous period previous year ended ended 30-Sep-2021 30-Jun-2021 30-Sep-2020 30-Sep-2021 30-Sep-2020 31-Mar-2021 (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Un-Audited) (Audited) Revenue from operations 7,278 7,410 7,290 14,688 12,215 27,902 Profit before tax 2,454 2,427 1,899 4,881 3,734 8,790 Tax expenses 636 668 510 1,304 981 2,737 Profit for the period 1,818 1,759 1,389 3,577 2,753 6,053 Other comprehensive income, net of income tax (55) 12 44 (43) (4) (155) Total comprehensive income for the period 1,763 1,771 1,433 3,534 2,749 5,898 By Order of the Board of Directors Rahul Arora Place: Gurugram Date: 27 October 2021 Chairman and Managing Director Page 4-4 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 Q2 FY 22 - Margins expand as Business Mix Settles Consolidated Metrics FY'22 Q2 FY'21 Q2 FY'22 Q1 FX Gain/Loss adjusted revenue 11,040 11,040 11,791 (INR Lacs) Revenue Reported Revenue (INR Lacs) 11,021 11,034 11,715 EBITDA on Fx adjusted revenue 3,205 2,504 3,292 (INR Lacs) Profit PBT (INR Lacs) 2,899 1,954 2,882 PAT (INR Lacs) 2,166 1,390 2,141 EBITDA (%) 29.0% 22.7% 27.9% Margin PBT (%) 26.3% 17.7% 24.4% PAT (%) 19.6% 12.6% 18.2% At the end of each reporting Headcount 2692 2621 2662 period in Nos. EPS Basic and Diluted EPS (INR) 12.00 7.47 11.86 Profit and Margins are on FX Gain/Loss adjusted revenue. Total Cash and Cash equivalents (including investment in Mutual funds) as on 30-Sep-2021 are INR 233 Crores and INR 180 Crores as on 31-Mar-21. 3 The company has zero debt. H1 FY 22 – Profitable Growth Momentum Consolidated Metrics FY'22 H1 FY'21 H1 FX Gain/Loss adjusted revenue 22,831 19,266 (INR Lacs) Revenue Reported Revenue (INR Lacs) 22,736 19,211 EBITDA on Fx adjusted revenue 6,497 4,636 (INR Lacs) Profit PBT (INR Lacs) 5,781 3,845 PAT (INR Lacs) 4,307 2,776 EBITDA (%) 28.5% 24.1% Margin PBT (%) 25.3% 20.0% PAT (%) 18.9% 14.4% At the end of each reporting Headcount 2692 2621 period in Nos. EPS Basic and Diluted EPS (INR) 23.86 14.91 Profit and Margins are on FX Gain/Loss adjusted revenue. 4 Q2 FY22 – Healthier Business Metrics Consolidated Metrics FY'22 Q2 FY'21 Q2 FY'22 Q1 USD 79% 79% 79% GBP 10% 10% 9% Currency EURO 4% 5% 5% Contribution (%) CHF 3% 2% 4% INR 1% 2% 1% Others 2% 2% 2% North America 67% 69% 68% Geographic UK/Europe 27% 26% 28% Concentration Rest of the World 6% 5% 4% Debtors DSO 55 60 59 Client Billed 462 472 467 Client Top 5 contribution 34% 36% 34% Concentration Top 10 contribution 46% 48% 47% Top 15 contribution 54% 56% 55% 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. 5 H1 FY22 – Improving Business Metrics Consolidated Metrics FY'22 H1 FY'21 H1 USD 79% 80% GBP 9% 8% Currency EURO 5% 6% Contribution (%) CHF 4% 3% INR 1% 2% Others 2% 2% North America 67% 68% Geographic UK/Europe 28% 26% Concentration Rest of the World 5% 5% Debtors DSO 53 69 Client Billed 535 585 Client Top 5 contribution 33% 42% Concentration Top 10 contribution 45% 54% Top 15 contribution 53% 61% 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 Financial Summary – Business Segments Compared Y-O-Y FY'22 Q2 FY'21 Q2 Metrics Content Platform eLearning Content Platform eLearning Solutions Solutions Solutions Solutions Solutions Solutions FX Gain/Loss adjusted revenue 6,186 2,974 1,880 5,331 3,984 1,725 Revenue (INR Lacs) Reported Revenue 6,119 3,003 1,899 5,302 3,976 1,756 (INR Lacs) EBITDA (INR Lacs) 1,944 904 357 1,554 1,005 -55 Profit PBT (INR Lacs) 1,928 749 222 1,441 773 -259 PAT (INR Lacs) 1,538 447 181 1,058 567 -235 EBITDA (%) 31.4% 30.4% 19.0% 29.1% 25.2% -3.2% Margin PBT (%) 31.2% 25.2% 11.8% 27.0% 19.4% -15.0% PAT (%) 24.9% 15.0% 9.6% 19.8% 14.2% -13.6% At the end of Headcount each reporting 2,221 234 237 2,082 242 297 period in Nos. • Margins are on FX Gain/Loss adjusted revenue. • The Un-allocable expenditure ( Net of Un-allocable income ) is not identifiable to any of the reportable segments. These have been allocated based on operating margin ratio to arrive at estimated segment margins for the convenience of the readers. 7 Financial Summary – Business Segments at Sequential Quarters FY'22 Q2 FY'22 Q1 Metrics Content Platform eLearning Content Platform eLearning Solutions Solutions Solutions Solutions Solutions Solutions FX Gain/Loss adjusted revenue 6,186 2,974 1,880 6,204 3,363 2,224 Revenue (INR Lacs) Reported Revenue 6,119 3,003 1,899 6,137 3,365 2,213 (INR Lacs) EBITDA (INR Lacs) 1,944 904 357 1,685 1,213 395 Profit PBT (INR Lacs) 1,928 749 222 1,629 1,011 242 PAT (INR Lacs) 1,538 447 181 1,194 731 215 EBITDA (%) 31.4% 30.4% 19.0% 27.2% 36.1% 17.7% Margin PBT (%) 31.2% 25.2% 11.8% 26.3% 30.1% 10.9% PAT (%) 24.9% 15.0% 9.6% 19.2% 21.7% 9.7% At the end of Headcount each reporting 2,221 234 237 2,186 247 229 period in Nos. • During Q1 FY 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. • Margins are on FX Gain/Loss adjusted revenue. • The Un-allocable expenditure ( Net of Un-allocable income ) is not identifiable to any of the reportable segments. These have been allocated based on operating margin ratio to arrive at estimated segment margins for the convenience of the readers. 8 Financial Summary – Business Segments at YTD FY'22 H1 FY'21 H1 Metrics Content Platform eLearning Content Platform eLearning Solutions Solutions Solutions Solutions Solutions * Solutions FX Gain/Loss adjusted revenue 12,390 6,337 4,104 10,746 5,021 3,498 Revenue (INR Lacs) Reported Revenue 12,256 6,368 4,112 10,687 5,005 3,519 (INR Lacs) EBITDA (INR Lacs) 3,629 2,117 751 3,178 1,401 57 Profit PBT (INR Lacs) 3,556 1,761 464 3,018 1,157 -331 PAT (INR Lacs) 2,732 1,178 396 2,231 852 -307 EBITDA (%) 29.3% 33.4% 18.3% 29.6% 27.9% 1.6% Margin PBT (%) 28.7% 27.8% 11.3% 28.1% 23.0% -9.5% PAT (%) 22.1% 18.6% 9.7% 20.8% 17.0% -8.8% At the end of each Headcount reporting period in 2,221 234 237 2,082 242 297 Nos. • During Q1 FY 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. • Margins are on FX Gain/Loss adjusted revenue. • The Un-allocable expenditure ( Net of Un-allocable income ) is not identifiable to any of the reportable segments. These have been allocated based on operating margin ratio to arrive at estimated segment margins for the convenience of the readers. *Platform Solutions include HighWire financial information for 3 Months from July’2020 to Sep’2020. 9 Corporate Social Responsibility Update Total CSR Spending is INR 41 Lacs for Q2 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. 10 Annexure – B Pre-Buyback Shareholding Pattern of the Company as on October 22, 2021 Pre-Buyback Shareholder No. of Equity Shares % of Equity Shares (A) Promoter & Promoter Group 1,22,71,608 67.99 (B) Public 57,78,652 32.01 (C1) Shares underlying DRs - - (C2) Shares held by Employee Trust - - (C) Non-Promoter -Non-Public - - (C =C1+C2) Grand Total (A+B+C) 1,80,50,260 100 The post buyback shareholding pattern of the Company shall be ascertained subsequently. 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 Annexure-C Brief Profile of the Independent Directors Ms. Jayantika is an Independent, Non-Executive Director on the Ingersoll Rand India Board, and is a Founder Trustee of the Delhi Bird Foundation, and the KN Dave Educational Trust. She is also an Executive Coach, and a consultant on HR Strategy. She is a certified Executive and Life Coach from ICF, a certified Assessor for Intercultural Development Inventory (IDI), for Myers Briggs Type Indicator (MBTI), and for Personality & Profiles Inventory (PAPI). She is an Economics Honours graduate from Lady Shri Ram College, Delhi University, and has a Master’s in Business Administration from the Faculty of Management Studies, Delhi University. Ms. Achal Khanna is the Whole time Director for Strategic Human Resource Management India Private Limited (“SHRM”) and Asia Pacific Head for Business Development. SHRM India is a wholly owned subsidiary of the Society for Human Resource Management, which is the world’s largest association devoted to human resource management with more than 2,90,000 members worldwide. Ms. Achal is responsible for leading the India operations of SHRM, as well as Asia Pacific operations including Middle-East. She is also a Director of Ascentios Advisors Private Limited. Mr. Ajay Mankotia pursued BA in Economics (Honours) from St. Stephen’s College, Delhi University followed by a Master’s Degree in Economics from the Delhi School of Economics, Delhi University. He has a Diplôme D’études Superiéures Spécialisées (DESS) in Diplomacy and Administration of International Organizations from the University of Paris-XI, Paris, Diploma in International Economic Relations from Institute International d’ Administration Publique (IIAP), Paris, and Bachelor’s Degree in Law (LLB) from Law Centre, Delhi University. He is also a Director of RSG Media Systems Private Limited. 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