MPS Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1. These results have been prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standards) Rules 2015. These results have been reviewed by the Audit Committee and upon their recommendation, approved by the Board of Directors at their meeting held on 18 January 2019. The Statutory auditors of the Company have carried
out limited review of the financial results for the quarter and nine months ended 31 December 2018 and an unmodified report has been issued.

2 Segment Reporting
(a) Based on the “management approach” as defined in Ind AS108 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. Accordingly, information has been presented along with these business segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments.(For Table, kindly refer Corporate Announcements on

(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. During the period ended 30 September 2018, the Company had completed the acquisition of enterprise eLearning business of Tata Interactive Systems (a division of Tata Industries
Limited) having its branches at USA, UK, Canada and UAE through MPS Interactive Systems Limited, a wholly owned subsidiary of the Company. The Company had invested INR 6,700 Lacs
in MPS Interactive Systems Limited to fund the acquisition cost and working capital requirements related to this acquisition, amounting to INR 5,988 Lacs and INR 712 Lacs respectively. Investment in this wholly owned subsidiary carry a goodwill of INR 3,972 Lacs.

4. The Company had acquired through Share Purchase Agreement the entire paid up equity share capital held by Tata Industries Limited in Tata Interactive Systems GmbH, Germany on
2 July 2018 and Tata Interactive Systems AG, Switzerland on 5 July 2018. The Company had invested INR 1,409 Lacs to acquire these wholly owned subsidiaries. Investment in these
wholly owned subsidiaries carries a goodwill of INR 149 Lacs.

5. The Company has utilized a sum of INR 10,977 Lacs, out of total proceeds of INR 14,780 Lacs from Qualified Institutional Placement (‘QIP’) (net of issue expenses) raised during the year ended 31 March 2015. The balance proceeds of INR 3,803 Lacs as on 31 December 2018, pending utilization for the objects of QIP - growth opportunities such as acquisitions, strategic initiatives, general corporate purposes and any other purposes as may be permissible under applicable law, remains invested in interest/dividend bearing liquid instruments, including money market mutual funds.

6. During the quarter ended 31 December 2018, the Board of Directors of the Company, based on a communication from ADI BPO Services Limited that the Board of ADI BPO Services Limited had decided to withdraw the proposed Scheme of demerger of “Infrastructure Management Business Undertaking” of ADI BPO Services Limited into ADI Media Private Limited and pursuant to Clause 38 (c) and proviso 39.2 of Clause 39 of the Scheme of Amalgamation declared the said Scheme to be null and void. Pursuant to Clause 40, the Company has taken steps for withdrawal of the Scheme with National Company Law Tribunal (NCLT), Chennai.

Rahul Arora
Managing Director