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

Other non current assets include Income Tax assets (net) of INR 637 Lakhs.

1. The above results were reviewed by the Audit Committee and upon their recommendation, approved by the Board of Directors at their meeting held on 23 May 2018.
The Statutory auditors of the Company have carried out audit of the financial results for the quarter and year ended 31 March 2018 and an unmodified report has been issued.
The same has been filed with Stock Exchanges and is also available on the Company’s website at www.adi-mps.com.

2. The figures for the three months ended 31 March 2018 and 31 March 2017 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to preceding quarter of the relevant financial year.

3. These financial results have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) prescribed under Section 133 of the Companies Act, 2013 read with the
relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular dated 5 July 2016.
The Company has adopted Ind AS for the first time beginning 01 April 2017 and the date of transition to Ind AS is 01 April 2016. Consequently results for the quarter and previous year ended 31 March 2017 have been restated to comply with Ind AS to make them comparable. The transition was carried out from Indian Accounting Principles generally
accepted in India as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,2014 (IGAAP) and Companies (Accounting Standards)
Amendment Rules, 2016, which was the previous GAAP (referred to as ‘Previous GAAP’).

a. Reconciliation between financial results, as previously reported (as per ‘Previous GAAP’) and Ind AS for quarter/ year presented are as under:
For Table, kindly refer Corporate Announcements on www.bseindia.com.

b. Reconciliation of Equity between Previous GAAP and Ind AS for the year ended 31 March 2017 are as under:
For Table, kindly refer Corporate Announcements on www.bseindia.com.

4 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.
During the quarter ended December 2017, segment revenue and cost has been realigned as per the changes in the evaluation of performance by CODM. Accordingly figures for the
previous quarters, previous periods and previous year have been realigned to conform to current period presentation.

(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.

5. The Company acquired certain assets including application platform business from Digital River, Inc. a company based in USA vide asset purchase agreement dated 3 February 2017 for the consideration of INR 428 Lacs which qualifies for business combination accounting. The customary conditions for consummation of the said acquisition were completed on 1 April 2017. As a result, the Company has recorded net assets amounting to INR 378 Lacs at fair value and the balance consideration amounting to INR 50 Lacs is allocated to Goodwill.

6. The Company has entered into definitive agreements on 24 April 2018 for the acquisition of the enterprise e-Learning business of Tata Interactive Systems in India (a division of Tata Industries Limited, a company incorporated in India having its registered office in Mumbai) and its branches in USA, UK, Canada and UAE and for the entire paid up equity share capital held by Tata Industries Limited in its wholly owned subsidiaries, Tata Interactive Systems AG, Switzerland and Tata Interactive Systems GmbH, Germany. The Company is confident that the transactions will close in the near future on fulfillment of mutually agreed closing conditions.

7. The Company utilized a sum of INR 2,784 Lacs, out of total proceeds of INR 14,780 Lacs from Qualified Institutional Placement (‘QIP’) (net of issue expenses) raised during the financial year ended 31 March 2015. The balance proceeds of INR 11,996 Lacs as on 31 March 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, remained invested in interest/dividend bearing liquid instruments, including money market mutual funds.

8. During the quarter ended 31 December 2017, MAG+ AB a wholly owned subsidiary, at Sweden was liquidated and ceased to be a subsidiary of the Company and other income includes
INR 221 Lacs towards gain on liquidation.

Rahul Arora
Chief Executive Officer and Whole Time Director