Digitally Signed by T. Sriraman Date: 2023.04.13 19:19:51 +05'30'

The National Stock Exchange of India Ltd., BSE Ltd.
,
Exchange Plaza, 5th Floor 14thFloor, PJ. Towers
Bandra-Kurla Complex Dalal Street
Mumbai-400 051 Mumbai-400 001
NSE Symbol – SEPC Scrip Code: 532945
13th April, 2023

Dear Sir/Madam,
Sub: Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) - Details of voting results of the postal ballot
and Scrutinizer’s report
We refer to our letter dated 09th February, 2023 and 13th March, 2023 intimating the decision
of the Board to seek the approval of the shareholders vide postal ballot for Appointment of
Mr. Rajesh Kumar Bansal (DIN: 09634747) as Independent Director of the Company and
Appointment of Ms. Gayathri Sundaram (DIN: 07342382) as Independent Director of the
Company. The resolutions as set out in the postal ballot notice for the aforementioned
business have been passed with requisite majority on 12th April, 2023 (being the last date for
remote e-voting).
In this regard, we are enclosing the following:

a) The voting results of the business transacted through Postal Ballot in the prescribed
format pursuant to Regulation 44(3) of the Listing Regulations;
b) The report of the Scrutinizer on remote e-voting.
This is for your information and record

Thanking you,
Yours faithfully,
For SEPC Limited,
Digitally signed by T.
T. Sriraman Sriraman
Date: 2023.04.13
19:19:51 +05'30'
T. Sriraman
Company Secretary & Compliance Officer
Encl.:a.a.
RESOLUTION WISE DETAILS OF VOTING RESULTS ATTACHED
SEPC LIMITED
Date of the AGM/EGM 12th April, 2023 – Resolution passed through Postal Ballot
Total Number of Shareholders on record date 51458
No. of Shareholders present in the meeting either in person or Not Applicable
through proxy
Promoters and Promoter Group: Not Applicable
Public:
No. of Shareholders attended the meeting through Video Not Applicable
Conferencing
Promoters and Promoter Group: Not Applicable
Public:
For SEPC LIMITED

Digitally signed by T.
T. Sriraman Sriraman
Date: 2023.04.13 19:20:16
+05'30'
T Sriraman
Item No.1: Appointment of Mr. Rajesh Kumar Bansal (DIN: 09634747) as an Independent Director (Special Resolution).
Appointment of Mr. Rajesh Kumar Bansal (DIN: 09634747) as an Independent Director

Resolution Required:(Ordinary/Special) Special Resolution
Whether promoter/ promoter groups are No
interested in the agenda/resolution?
PARTICULARS MODE OF NO. OF NO. OF VOTES % OF SHARES NO. OF VOTES NO. OF % OF VOTES % OF VOTES
VOTING SHARES HELD POLLED POLLED ON IN FAVOUR VOTES IN FAVOUR AGAINST ON VOTE
OUTSTANDING AGAINST ON VOTES POLLED
SHARES POLLED
(1) (2) (3)=(2/1)*100 (4) (5) (6)=(4/2)*100 (7)=(5/2)*100
PROMOTER AND E-VOTING 415849462 0 0 0 0 0 0
PROMOTER~GRO POLL 0 0 0 0 0 0
UP
POSTAL BALLOT 0 0 0 0 0 0
SUB TOTAL 415849462 0 0 0 0 0 0
PUBLIC- E-VOTING 541545981 1704808 0.31 1704808 0 100 0
INSTITUTIONS POLL 0 0 0 0 0 0
POSTAL BALLOT 0 0 0 0 0 0
SUB TOTAL 541545981 1704808 0.31 1704808 0 100 0
PUBLIC-NON E-VOTING 364133575 182351548 50.07 182346850 4698 99.9974 0.0026
POSTALBALLOT 0 0 0 0 0 0
SUB TOTAL 364133575 182351548 50.07 182346850 4698 99.9974 0.0026
GRAND TOTAL 1321529018 184056356 13.93 184051658 4698 99.9974 0.0026
For SEPC LIMITED
T Sriraman
T. Sriraman
Digitally signed by T. Sriraman
Date: 2023.04.13 19:20:33
+05'30'
Item No.2: Appointment of Ms. Gayathri Sundaram (DIN: 07342382) as an Independent Director of the Company (Special Resolution).
Appointment of Ms. Gayathri Sundaram (DIN: 07342382) as an Independent Director
Resolution Required:(Ordinary/Special) Special Resolution
Whether promoter/ promoter groups are No
interested in the agenda/resolution?
PARTICULARS MODE OF NO OF SHARES NO OF VOTES % OF SHARES NO OF VOTES IN NO OF % OF VOTES % OF VOTES
VOTING HELD POLLED POLLED ON FAVOUR VOTES IN FAVOUR AGAINST ON VOTE
OUTSTANDING AGAINST ON VOTES POLLED
SHARES POLLED
(1) (2) (3)=(2/1)*100 (4) (5) (6)=(4/2)*100 (7)=(5/2)*100
PROMOTER AND E-VOTING 415849462 0 0 0 0 0 0
PROMOTER~GRO POLL 0 0 0 0 0 0
UP
SUB TOTAL 415849462 0 0 0 0 0 0
PUBLIC- E-VOTING 541545981 1704808 0.31 1704808 0 100 0
SUB TOTAL 541545981 1704808 0.31 1704808 0 100 0
PUBLIC-NON E-VOTING 364133575 182350548 50.07 182346436 4112 99.9977 0.0023
SUB TOTAL 364133575 182350548 50.07 182346436 4112 99.9977 0.0023
GRAND TOTAL 1321529018 184055356 13.93 184051244 4112 99.9978 0.0022
For SEPC LIMITED
T Sriraman
T. Sriraman
Digitally signed by T. Sriraman
Date: 2023.04.13 19:20:55
+05'30'
13th April, 2023
The Chairman
SEPC Limited,
BASCONFUTURASV
4th Floor, 10/1, Venkatnarayana Road,
T. Nagar, Chennai- 600 017
Dear Sir,
Sub: Passing of Resolutions through Postal Ballot

Pursuant to the resolution passed by the Board of Directors of SEPC Limited
(hereinafter referred to as "the Company") on Thursday, the 09th February, 2023,
we have been appointed as Scrutinizer for the purpose of scrutinizing the postal
ballot voting conducted through remote e-voting process in respect of the following
resolutions:
Reference to
the Companies Type and Description of the resolutions
Act, 2013
Sections 149, SPECIAL RESOLUTION
150, 152,
Schedule IV "RESOLVED THAT pursuant to the provisions of Sections 149, 150, I
and 152, Schedule IV and any other applicable provisions, if any, of the
any other Companies Act, 2013 (,the Act') read with the Rules made
applicable
thereunder, and Regulations 16(1)(b), 17 & 25 and other relevant
provisions, if
applicable regulations of the Securities and Exchange Board of India
any, of the
Companies (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Act, 2013. (,SEBI Listing Regulations') (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force), the Articles of
Association of the Company and pursuant to the recommendation of
the Nomination and Remuneration Committee and the Board of
Directors, Mr. Rajesh Kumar Bansal (DIN: 09634747), who was
appointed as an Additional Director in the capacity of Independent
Director with effect from January 18, 2023, and who has submitted a
declaration that he meets the criteria of independence under Section
149(6) of the Act and the Rules made thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations, and in respect of whom the I
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 here by appointed as an
Independent Director of the Company, not liable to retire by rotation,
to hold office for a term of five (5) consecutive years from 18th
January, 2023 to 17th January, 2028 (both days inclusive).
~O\-\ARA
RESOLVED FURTHER THAT the Board of Directors of th s, . pany
and Mr. T. Sriraman Company Secretary & Compliance . r bA};~~
" F.I
are hereby severally authorised to do all such acts, dee R~ fh
email:srinidhi.sridharan@aryes.in
cssrinidhi.sridharan@gmail.com
as it may, in its absolute discretion, consider necessary, expedient, '

or desirable in order to give effect to this resolution."
Sections 149, SPECIAL RESOLUTION
150, 152,
Schedule IV "RESOLVED THAT pursuant to the provisions of Sections 149, 150,
and any other 152, Schedule IV and any other applicable provisions, if any, of the
applicable Companies Act, 2013 Cthe Act') read with the Rules made
provisions, if thereunder, and Regulations 16(1)(b), 17 & 25 and other relevant
any, of the applicable regulations of the Securities and Exchange Board of India
Companies (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Act, 2013 CSEBI Listing Regulations') (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force), the Articles of
Association of the Company and pursuant to the recommendation of
the Nomination and Remuneration Committee and the Board of
Directors, Ms. Gayathri Sundaram (DIN: 07342382) who was
appointed as an Additional Director in the capacity of Independent
Director with effect from January 30, 2023, and who has submitted a
declaration that she meets the criteria of independence under Section,
149(6) of the Act and the Rules made thereunder 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 her candidature
for the office of Director, be and is here by appointed as an
Independent Director of the Company, not liable to retire by rotation,
to hold office for a term of five (5) consecutive years from 30th
January, 2023 to 29th January, 2028 (both days inclusive).
RESOLVED FURTHER THAT the Board of Directors of the Company

and Mr. T. Sriraman Company Secretary & Compliance officer be and
are hereby severally authorised to do all such acts, deeds and things,
as it may, in its absolute discretion, consider necessary, expedient,
or desirable in order to give effect to this resolution."
WE REPORTthat in view of the pandemic COVID-19 and the resultant lockdown

situation across the country restricting the movement of persons, in compliance with
framework issued by the Ministry of Corporate Affairs (MCA) through its General
Circular No.14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th
April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular
No. 33/2020 dated zs" September, 2020, General Circular No. 39/2020 dated 31st
December, 2020, General Circular No. 10/2021 dated 23rd June, 2021, General
Circular No. 20/2021 dated 8th December, 2021, General Circular No. 03/2022 dated
5th May 2022 and 11/2022 dated 28th December, 2022, the Company has sent the
Postal Ballot Notice dated 9th February, 2023 only through electronic mode to those
Members whose names appear on the Register of Members / List of Beneficial
Owners as on 10th March, 2023 ("Cut-Off Date") received from the Depositories and
whose e-mail address is registered with the Company / Depositories as on the said
date. The communication of assent or dissent of the Members on the Resolution
proposed in the Postal Ballot Notice took place only through remote e-voting system.
Members holding equity shares of the Company as on 10th March, 2023 ("Cut-off
Date") were entitled to vote by Remote E-voting. The Company had engaged 1..... -nTIr::t1-_
Depository Services (India) Limited, for providing remote . cf ~',:"
~ •Thiruvarangam ' [) ~
~ Apartmenl •
~ ~No.3.1 r.y
0: ew N&.44, d . 5. -4
New No.44,(Old No.25), Flat No.3, ThiruvarangamApts, 1st Floor, UnnamalaiAmmalStreet. T.Nagar W . I. reel ~
, Phone: 044&2166988 *Cl .
*
0;" .
.'7,0 . ,<
:<Jt\tYSECR0" /
enabling the members to cast their votes for the resolution set out in the Postal
Ballot Notice.
WE REPORTthat the management of the Company is responsible to ensure the
compliance with the provisions of the Companies Act, 2013 and the Rules made
thereunder including MCA Circulars as mentioned above relating to Postal Ballot E-
voting, on the resolution contained in the Postal Ballot Notice. Our responsibility as a
Scrutinizer for remote e-voting with respect to the postal ballot process is restricted
to presenting a Scrutinizer's report on the votes cast "in favour" or "against" the
resolution stated above, based on the reports generated from the e-voting system
provided by Central Depository Services (India) Limited, the authorized agency
engaged by the Company.
We REPORTthat as stated in the Postal Ballot Notice sent to the members, the
Company had fixed 12th April, 2023 as the last date for E-Voting. As required under
Rule 22 of the Companies (Management and Administration) Rules, 2014 an
advertisement was published by the Company in "FINANCIAL EXPRESS" in
'English' on 14th March, 2023 and "MAALAI THAMIZHAGAM" in vernacular
language 'Tamil' on 14th March, 2023 informing about the despatch of the Postal
Ballot Notice and other related matters mentioned therein. The Members of the
Company have casted their votes through remote e-voting between the period 14th
March, 2023 (9:00 a.m. 1ST) to 12th April, 2023 (5:00 p.m. 1ST) (e-voting
period).
All the votes received upto the closure of e-voting period (i.e. 5:00 p.m. 1ST) on
Wednesday, 12th April, 2023, the last date fixed by the Company for receipt of votes
through remote e-Voting, were considered for our scrutiny.
WE REPORTthat all the votes were scrutinized and processed and a computer
statement containing the Shareholders Name, Address, Folio/Client ID Number,
Postal Ballot Number, number of Shares held, Number of Votes voted, Assented,
Dissented and Rejected were generated.
We report that out of 51458 Shareholders, we have received valid E-Voting from
159 Shareholders and the details of polling results are given below:
Receipt of Postal Ballot E-Voting 14th March, 2023 (9:00 a.m. 1ST) to
12th April, 2023 (5:00 p.m. 1ST)
Total No. of Shareholders 51458
Total No. of Shares 1321529018
As per
As per
Particulars Postal Total
E-Voting
Ballot
Postal Ballot (e-voting) Received 159 159
Less: Invalid Postal Ballot (e-
voting)
Net Valid Postal Ballot
159
(e-voting)
New No.44,(Old No.25), Flat No.3, ThiruvarangamApts, 1st Floor, UnnamaloiAmmolStreet, T.Nogor, Ci:feftMi.odl
Phone: 044:l2166988
Item No.1: Appointment of Mr. Rajesh Kumar Bansal (DIN: 09634747) as

an Independent Director (Special Resolution).
(i) Votes in favour of the resolution:
Number of members Number of votes cast 0/0 of total number of

voted in E- Voting (Shares) -E-Voting valid votes cast
142 184051658 99.99740/0
(ii) Votes against the resolution:
17 4698 0.00260/0
(iii) Invalid Votes:
Number of members voted in E- Number of votes cast (Shares) -E-

Voting Voting
NIL NIL
As the number of votes casted in favour of the resolution was not less
than three times the number of votes cast against, we report that the
Special Resolution, with regard to Item 1 as set out in the Notice of Postal
Ballot is passed in favour of the resolution with requisite majority.
New No.44,(Old No.25), Flat No.3, ThiruvarangamApts, 1st Floor, UnnamalaiAmmalStreet, T.Nagar, Chennai-600017.
Phone : 04f4 42166988
Item No.2: Appointment of Ms. Gayathri Sundaram (DIN: 07342382) as an

Independent Director of the Company (Special Resolution).
(i) Votes in favour of the resolution:

vofed in E- Voting (Shares) -E-Voting valid votes cast
143 184051244 99.99780/0
(ii) Votes against the resolution:

15 4112 0.00220/0
(iii) Invalid Votes:
Number of members voted in E- Number of votes cast (Shares) -E-

Voting Voting
NIL NIL
Note: 1 Member abstained from postal ballot e-voting.
As the number of votes casted in favour of the resolution was not less
than three times the number of votes cast against, we report that the
Special Resolution, with regard to Item 2 as set out in the Notice of Postal
Ballot is passed in favour of the resolution with requisite majority.
New No.44,(Old No.25), Flat No.3, ThiruvarangamApts, 1st Floor, UnnamalaiAmmalStreet, T.Nagar, Chennai-600017.
Phone : ~ 42166988
WE FURTHERREPORTthat as per the notice of Postal Ballot dated 9th February,

2023, as approved by the Board of Directors on 9th February, 2023, the results in
connection with the voting shall be declared by the Chairman or any other person
authorised by the Board of Directors not later than Friday, 14th April, 2023. The
results shall be also made available on the website of the Company at
http://www.sepc.in/. The results shall also be communicated to BSE Limited and
National Stock Exchange of India Limited, where the Equity Shares of the Company
are listed and on the website of Central Depository Services (India) Limited,
https://www.evotingindia.com.
WE FURTHERREPORTthat as per the said Rules, the records maintained by us

such as the computer register (to record the consent or otherwise received from
the shareholders, which includes all the particulars of the shareholders such as the
name, address, folio number, number of shares held, number of shares voted and
number of shares assented, number of shares dissented, number of shares
abstained, number of shares rejected), are in our safe custody which will be
handed over to the Company Secretary after the Chairman considers, approves
and signs the minutes of the postal ballot.
We thank you for the opportunity given to us to act as Scrutinizer for the above
Postal Ballot E-Voting.
Thanking You
Yours faithfully,
For SRINIDHI SRIDHARAN &. ASSOCIATES

COMPANY SECRETARIES
~~go
CS SRINIDHI SRIDHARAN
FCS No. 12510
C P No. 17990
P R No. 655/2020
UDIN: F012510E000087200
Place: Chennai
New No.44,(Old No.25). Flat No.3, Thiruvorongom Apts, 1st Floor, Unnomoloi Ammol Street, T.N090r, CheMoi-600017.
Phone : ~ 42166988

Ref: MPSL/SE/08/2023-24
Date: 13 April 2023
National Stock Exchange of India Limited BSE Limited

Exchange Plaza, 5th Floor, Plot no. C/1, Department of Corporate Services
G Block, Bandra – Kurla Complex, Bandra Phiroze Jeejeebhoy Towers
(East), Mumbai - 400 051, India ✓ Dalal Street, Mumbai- 400001, India
Symbol: MPSLTD Scrip Code: 532440
ISIN: INE943D01017 ISIN: INE943D01017
Dear Sirs,
Sub: Intimation for passing of Resolutions through Postal Ballot process initiated by the
Company for seeking approval of Shareholders.
This is in regard to our earlier intimation dated 11 April 2023, on the Outcome of Board Meeting
wherein the Board of Directors had inter-alia considered and approved the resolution in relation
to the following matters:
1. The proposal for capital raising in one or more tranches by way of issuance of equity shares
and/or equity-linked securities;
2. The re-appointment and remuneration payable to Mr. Rahul Arora as the Chief Executive
Officer and Managing Director of the Company; and
3. The Notice of Postal Ballot and fixed the cut-off date as Friday, 07 April 2023, for the
purpose of dispatch of 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 all other
applicable provisions 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 the matters as mentioned in the Notice of Postal Ballot dated 11 April 2023.
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, on 13 April 2022, completed the dispatch of the Postal Ballot Notice via email
to all the shareholders whose name appears in the Register of Members/List of Beneficial Owners
as on the Cut-off Date, i.e. Friday, 07 April 2023 (“Cut-off Date”).
The remote e-voting period commences on Saturday, 15 April 2023 (9.00 a.m. IST) and ends on
Sunday, 14 May 2023 (5.00 p.m. IST).
This is for your information and record.
Yours Faithfully,
For MPS Limited
RAMAN
Digitally signed by RAMAN SAPRA
DN: c=IN, o=PERSONAL, title=9408,
pseudonym=43dbd303263049bf818a076f6d838560,
2.5.4.20=18cf30a1544184712dd62ca166b9893ae39be
03b72c0f4a44c907cf6e8f25d25, postalCode=201014,
SAPRA
st=Uttar Pradesh,
serialNumber=15cbe9dded45c032a01894d72a7cb7af
4313fb2366016cd2de145cfc530838fc, cn=RAMAN
SAPRA
Date: 2023.04.13 19:07:32 +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

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, 4th Floor, Tower-A, Windsor IT Park, Sector 125, Noida-201303
Tel: +91-120-4599750, Email: investors@mpslimited.com,Website: www.mpslimited.com
Notice of Postal Ballot (“Notice” or “Postal Ballot Notice”)

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 22 of the
Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined
below)
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 issued by the Institute of Company Secretaries of India on
General Meeting, Regulation 44 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing
Regulations”) read with 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 issued by the Ministry of Corporate Affairs,
Government of India (hereinafter collectively referred to as “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
resolutions as set out in the Notice are 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, 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 as on the cut-off date of 07 April 2023. 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.
The Company is desirous of seeking your consent for the proposal as contained in the
Resolutions given hereinafter. An Explanatory Statement setting out the material facts and
reasons thereof is appended to this Notice pursuant to Section 102 of the Act (read with Rules
framed thereunder).
The Board of Directors (“Board”) in their meeting held on 11 April 2023 has, in compliance with
the Rules, appointed Mr. R Sridharan of M/s. R Sridharan & Associates, Company Secretaries as
the Scrutinizer for conducting this Postal Ballot process through remote e-voting, in a fair and
transparent manner in accordance with the provisions of Companies Act, 2013 and Rule 22 of
the Companies (Management and Administration) Rules, 2014. Further, the Company has
engaged services of Central Depository Services (India) Limited (hereinafter referred to as
“CDSL”) to provide remote e-Voting facility to the Equity Shareholders of the Company.
1
In accordance with the provisions of the MCA Circulars, members can vote only through the
remote e-voting process. Accordingly, the Company is pleased to offer 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
e-voting‟ in this notice („Postal Ballot Notice‟) to cast their votes electronically from their
respective locations. The remote e-voting commences at 09.00 AM on Saturday, 15 April 2023
and Members are requested to cast their votes through the remote e-voting process not later
than 05:00 PM (IST) on 14 May 2023, to be eligible for being considered, failing which it will be
strictly considered that no vote has been received from the concerned member. 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.
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 abovementioned MCA
Circulars in the context of the COVID-19 pandemic.
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. 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 of the conclusion of the postal ballot process through remote e-voting at the
registered office of the Company. The results along with the Scrutinizer‟s Report shall also 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 displayed on the Company‟s website at (www.mpslimited.com),
as well as on the website of CSDL.
The proposed resolutions, if passed by the requisite majority, shall be deemed to have been
passed on 14 May 2023, being the last day of remote e-voting.
The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to
provide the remote e-voting facility.
Items of business requiring approval of Equity Shareholders through Postal Ballot by „remote e-
voting‟ only are given below:
ITEM 1: TO CONSIDER AND APPROVE THE PROPOSAL FOR CAPITAL RAISING IN ONE OR MORE
TRANCHES BY WAY OF ISSUANCE OF EQUITY SHARES AND/OR EQUITY LINKED SECURITIES
To consider and if deemed fit, to pass, the following resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 23, 42, 62(1)(c), 179 and other
applicable provisions of the Companies Act, 2013 and the applicable rules made thereunder
(including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the
Companies (Share Capital and Debentures) Rules, 2014), including any amendment(s), statutory
modification(s), or re-enactment(s) thereof for the time being in force and in accordance with
the provisions of the Memorandum of Association and Articles of Association of the Company,
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”), the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI
Listing Regulations”) and the Foreign Exchange Management Act, 1999 and the regulations
made thereunder including the Foreign Exchange Management (Non-debt Instruments) Rules,
2019, the current Consolidated FDI Policy issued by the Department for Promotion of Industry
and Internal Trade, Ministry of Commerce and Industry Government of India from time to time,
each as amended, the uniform listing agreements entered into by the Company with BSE
2
Limited and National Stock Exchange of India Limited where the equity shares of face value of
Re. 10 each of the Company (the “Equity Shares”) are listed (“Stock Exchanges”), and other
applicable statutes, laws, regulations, rules, notifications or circulars or guidelines
promulgated or issued from time to time by the Ministry of Finance, Ministry of Corporate
Affairs (“MCA”), Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”),
Stock Exchanges, Registrar of Companies, jurisdictional Registrar of Companies (“RoC”), the
Government of India (“GOI”) and such other governmental/ statutory/regulatory authorities in
India or abroad, and subject to all approvals, permissions, consents, and/or sanctions as may
be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GOI, RoC, or any other
concerned governmental/ statutory/regulatory authority in India or abroad (“Appropriate
Authorities"), and subject to such terms, conditions, or modifications as may be prescribed or
imposed while granting such approvals, permissions, consents, and/or sanctions by any of the
aforesaid authorities, which may be agreed to by the Board of Directors of the Company
(“Board”, which term shall include any committee which the Board of Directors may have
constituted or may hereinafter constitute to exercise its powers, including the powers
conferred by this resolution), the approval of the shareholders be and is hereby accorded to the
Board and the Board in its absolute discretion, to create, issue, offer and allot such number of
Equity Shares, and/or securities convertible into Equity Shares at the option of the Company
and/ or the holders of such securities, and/ or securities linked to Equity Shares, and/or any
other instrument or securities representing Equity Shares and/ or convertible securities linked
to Equity Shares (all of which are hereinafter collectively referred to as “Securities”)
(including with provisions on firm and/or competitive basis, or such part of issue and for such
categories of persons as may be permitted) for cash, in one or more tranches, for an aggregate
amount upto INR 250 Crores (Rupees Two Hundred and Fifty Crores Only), (inclusive of such
discount or premium to market price or prices permitted under applicable law), through one or
more of the permissible modes including but not limited to private placement, qualified
institutions placement (“QIP”) to “qualified institutional buyers” as defined in the SEBI ICDR
Regulations through an offer document and/or a private placement offer letter and/or such
other documents/writings/ circulars/ memoranda in such a manner, in such tranche or
tranches, by way of an issue of Securities or any combination of Securities with or without
premium, to be subscribed by all eligible investors, including, residents and/or non-resident /
foreign investors (whether institutions and/or incorporated bodies and/or trusts or otherwise) /
foreign portfolio investors / mutual funds / pension funds / venture capital funds / banks /
alternate investment funds / Indian and/or multilateral financial institutions, insurance
companies any other category of persons or entities who are authorised to invest in the
Securities of the Company as per extant regulations / guidelines or any combination of the
above as may be deemed appropriate by the Board in its absolute discretion and, whether or
not such investors are members of the Company (collectively called “Investors”), to all or any
of them, jointly or severally, on such other terms and conditions as may be mentioned in the
offer / placement document and/or private placement offer letter (along with the application
form), and/or such other documents/ writings/ circulars/ memoranda to be issued by the
Company in respect of the proposed issue, as permitted under applicable laws and regulations,
in such manner, and on such terms and conditions as may be deemed appropriate by the Board
in its absolute discretion so as to enable the Company to list the Securities on the Stock
Exchanges, considering the prevailing market conditions and other relevant factors wherever
necessary, in consultation with the lead manager(s) and/or other advisors appointed by the
Company, and the terms of the issuance as may be permitted by the Appropriate Authorities
together with any amendments and modifications thereto (“Issue”).
RESOLVED FURTHER THAT in case of issue and allotment of Securities by way of QIP in terms
of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities”
within the meaning rendered to such term under Regulation 171(a) of the SEBI ICDR
Regulations):
1. QIP to be undertaken pursuant to the Special Resolution passed at meeting of the

shareholders of the Company.
3
2. the allotment of the Eligible Securities, or any combination of the Eligible Securities as
may be decided by the Board and subject to applicable laws, shall be completed within
365 days from the date of passing of the Special Resolution of the shareholders of the
Company or such other time as may be allowed under the Companies Act, 2013 and/or
SEBI ICDR Regulations, from time to time;
3. the Eligible Securities under the QIP shall be offered and allotted in dematerialized
form and shall be allotted on fully paid up basis;
4. the tenure of the convertible or exchangeable Eligible Securities (if any) issued through
the QIP shall not exceed sixty months from the date of allotment;
5. no single allottee shall be allotted more than 50% of the issue size and the minimum
number of allottees shall be in accordance with the SEBI ICDR Regulations. It is clarified
that QIBs belonging to the same group or who are under the same control shall be
deemed to be a single allottee;
6. the allotment of Securities except as may be permitted under SEBI ICDR Regulations and
other applicable laws shall only be to qualified institutional buyers as defined under
Regulation 2(1)(ss) of SEBI ICDR Regulations (“QIBs”) and no allotment shall be made,
either directly or indirectly, to any QIB who is a promoter, or any person related to the
promoters of the Company;
7. the Company shall not undertake any subsequent QIP until the expiry of two weeks or
such other time as may be prescribed by the SEBI, from the date of prior QIP made
pursuant to this Special Resolution;
8. the Eligible Securities allotted in the QIP shall not be eligible for sale by the respective
allottees, for a period of one year from the date of allotment, except on a recognized
stock exchange or except as may be permitted from time to time by the SEBI ICDR
Regulations.
RESOLVED FURTHER THAT in accordance with Regulation 171 of the SEBI ICDR Regulations, the
„Relevant Date‟ for determination of the floor price of the Equity Shares to be issued pursuant
to QIP shall be the date of the meeting in which the Board decides to open the QIP and in the
event, Other Eligible Securities are issued to QIBs by way of QIP, the „Relevant Date‟ for pricing
of such Other Eligible Securities shall be either the date of the meeting in which the Board
decides to open the issue of such convertible securities or the date on which the holders of
such convertible securities become entitled to apply for the Equity Shares, as determined by
the Board.
RESOLVED FURTHER THAT in case the issue is made pursuant to QIP, it shall be made at such
price that is not less than the price determined in accordance with the pricing formula
provided under Regulation 176(1) of the SEBI ICDR Regulations (“Floor Price”), and the price
determined for the QIP shall be subject to appropriate adjustments as per the provisions of the
SEBI ICDR Regulations, as may be applicable. However, pursuant to the proviso under
Regulation 176(1) of SEBI ICDR Regulations, the Board, at its absolute discretion, may offer a
discount, of not more than 5% or such other percentage as may be permitted under applicable
law on the Floor Price;
RESOLVED FURTHER THAT in accordance with Regulation 179 of the SEBI ICDR Regulations, a
minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds
do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion
may be allotted to other QIBs and that no allotment shall be made directly or indirectly to any
QIB who is a promoter or any person related to promoters of the Company.
RESOLVED FURTHER THAT the Securities to be created, issued allotted and offered in terms of
this Resolution shall be subject to the provisions of the Memorandum of Association and Articles
of Association of the Company.
4
RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid
Securities may have such features and attributes or any terms or combination of terms in
accordance with international practices to provide for the tradability and free transferability
thereof as per the prevailing practices and regulations in the capital markets including but not
limited to the terms and conditions in relation to the payment of dividend, issue of additional
Equity Shares, variation of the conversion price of the Securities or period of conversion of
Securities into Equity Shares during the duration of the Securities and the Board be and is
hereby authorized, in its absolute discretion, in such manner as it may deem fit, to dispose-off
such of the Securities that are not subscribed.
RESOLVED FURTHER THAT in pursuance of the aforesaid resolution the Equity Shares that may
be issued by the Company (including issuance of Equity Shares pursuant to the conversion of
any Securities as the case may be in accordance with the terms of the offering) shall rank pari-
passu with the existing Equity Shares of the Company in all respects.
RESOLVED FURTHER THAT the issue and allotment of securities, if any, made to NRIs, FPIs
and/or other eligible foreign investors pursuant to this resolution shall be subject to the
approval of the RBI under the Foreign Exchange Management Act, 1999 as may be applicable
but within the overall limits as set forth thereunder.
RESOLVED FURTHER THAT the approval of the Members of the Company be and is hereby
accorded to the Board and the Board be and is hereby authorized to issue and allot such
number of Equity Shares as may be required to be issued and allotted under the Issue or to be
allotted upon conversion of any Securities or as may be necessary in accordance with the terms
of the Issue.
accorded to the Board and the Board be and is hereby authorised to open one or more bank
accounts in the name of the Company, as may be required, subject to requisite approvals, if
any, and to give such instructions including closure thereof as may be required and deemed
appropriate by the Board.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the
powers pertaining to the Issue in such manner as they may deem fit to the Committee of the
Board, with powers to further delegate any of such powers to any of the Director(s) and/or
Official(s) of the Company or any other person(s), with or without such condition(s) or
stipulation(s) or in any manner, as the Committee of Directors may deem fit in its absolute
discretion.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the approval of
the Members of the Company be and is hereby accorded to the Board and the Board be and is
hereby authorised to do such acts, deeds, matters and take all steps as may be necessary
including without limitation, for determining the terms and conditions of the Issue including
among other things, the date of opening and closing of the Issue, the class of investors to whom
the Securities are to be issued, determination of the number of Securities, tranches, issue
price, finalisation and approval of offer document, placement document, preliminary or final,
interest rate, listing, premium/discount, permitted under applicable law (now or hereafter),
conversion of Securities, if any, redemption, allotment of Securities, listing of securities at
Stock Exchanges and to sign and execute all deeds, documents, undertakings, agreements,
papers, declarations and writings as may be required in this regard including without limitation,
the private placement offer letter (along with the application form), information
memorandum, disclosure documents, the placement document or the offer document,
placement agreement, escrow agreement, monitoring agency agreement and any other
documents as may be required, approve and finalise the bid cum application form and
confirmation of allocation notes, seek any consents and approvals as may be required, provide
such declarations, affidavits, certificates, consents and/ or authorities as required from time to
time, finalize utilisation of the proceeds of the Issue, give instructions or directions and/or
5
settle all questions, difficulties or doubts that may arise at any stage from time to time, and
give effect to such modifications, changes, variations, alterations, deletions, additions as
regards the terms and conditions as may be required by the SEBI, the MCA, the book running
lead manager(s), or other authorities or intermediaries involved in or concerned with the Issue
and as the Board may in its absolute discretion deem fit and proper in the best interest of the
Company without being required to seek any further consent or approval of the Members or
otherwise, and that all or any of the powers conferred on the Company and the Board pursuant
to this resolution may exercise to that end and intend that the Members shall be deemed to
have given their approval thereto expressly by the authority of this resolution, and all actions
taken by the Board or any committee constituted by the Board to exercise its powers, in
connection with any matter(s) referred to or contemplated in any of the foregoing resolutions
be and are hereby approved, ratified and confirmed in all respects.
accorded to the Board and the Board be and is hereby authorized to approve, finalise, execute,
ratify, and/or amend/ modify agreements and documents, including any power of attorney,
agreements, contracts, memoranda, documents, etc. in connection with the appointment of
any intermediaries and/or advisors (including for marketing, obtaining in-principle approvals,
listing, trading and appointment of the book running lead managers, underwriters, monitoring
agency, guarantors, depositories, custodians, legal counsel, bankers, trustees, stabilizing
agents, advisors, registrars and all such agencies as may be involved or concerned with the
Issue) and to remunerate them by way of commission, brokerage, fees, costs, charges and
other expenses in connection therewith.
RESOLVED FURTHER THAT Mr. Rahul Arora, Chairman, CEO and Managing Director, and Mr.
Sunit Malhotra, Chief Financial Officer of the Company, be and are hereby severally authorized
to do all such acts, deeds and things, as may be required to give effect to the above resolution
and Mr. Raman Sapra, Company Secretary and Compliance Officer of the Company be
authorised to intimate the above to the stock exchanges and making other statutory and/or
regulatory filings, if any, on behalf of the Company.”
ITEM 2: TO CONSIDER AND APPROVE THE RE-APPOINTMENT AND REMUNERATION PAYABLE

TO MR. RAHUL ARORA AS THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR OF THE
COMPANY.
To consider and if deemed fit, to pass, the following resolution as ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other
applicable provisions of the Companies Act, 2013 (“Act”) and the rules framed thereunder read
with Schedule V of the Act, and applicable provisions under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (including any modification or re-enactment
thereof for the time being in force), and in accordance with the Articles of Association of the
Company, and taking into consideration the recommendation of Nomination and Remuneration
Committee and approval of the Board of directors of the Company, the consent of the
Shareholders be and is hereby accorded for the re-appointment of Mr. Rahul Arora (DIN:
05353333) as the CEO and Managing Director (“designated as Chairman & CEO”) of the Company
for a further period of 5 (five) years commencing from 12 August 2023 to 11 August 2028 (both
days inclusive) on the existing remuneration of USD 565,000 (United States Dollar Five Hundred
and Sixty Five Thousand Only) per annum/INR equivalent, and on such other terms and
conditions as mentioned in the Service Agreement in between the Company and Mr. Rahul
Arora, subject to annual/periodical changes in remuneration as may be recommended by the
Nomination and Remuneration Committee and approved by the Board of Directors of the
Company, to the extent that the overall remuneration payable to Mr. Rahul Arora shall not
exceed the limits specified under Section 197 and 198 read with Schedule V of the Companies
Act 2013, without any further reference to the Company in General Meeting.
6
RESOLVED FURTHER THAT, the Board be and is hereby authorized to alter, vary and modify
from time to time, the terms and conditions of re-appointment and/or remuneration to Mr.
Rahul Arora to the extent the Board of Directors may consider necessary and in accordance
with the applicable provisions of the Act, Rules, Regulations and Schedule thereunder
(including any statutory modifications or re-enactments thereof, for the time being in force),
provided however that the remuneration after the alteration or variation shall not exceed the
limits specified under Section 197 and 198 read with Schedule V of the Companies Act, 2013.
RESOLVED FURTHER THAT the consent of the shareholders be and is accorded to pay the
remuneration as specified above as minimum remuneration subject to the requirements of
Schedule V to the Companies Act, 2013, in the event of absence or inadequacy of profits in any
financial year during the tenure of Mr. Rahul Arora as the CEO and Managing Director of the
Company.
RESOLVED FURTHER THAT Mr. Sunit Malhotra, Chief Financial Officer and Mr. Raman Sapra,
Company Secretary and Compliance Officer of the Company, be and are hereby severally
authorized to do all necessary acts, deeds and things as may be considered necessary, proper or
desirable in the said regard including the filing of returns with any authority.”
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 Sd/-
CIN: L22122TN1970PLC005795
Website: www.mpslimited.com Raman Sapra
E-mail: investors@mpslimited.com Company Secretary
M. No. F9233
Place: Noida, Uttar Pradesh
Date: 11 April 2023
Notes:
1. Explanatory Statement pursuant to Section 102 of the Act read with Regulation 36 of the
SEBI Listing Regulations, and Secretarial Standards on General Meetings (SS-2) which sets
out details relating to Business(es) mentioned in the Postal Ballot Notice is annexed
herewith and forms part of this Postal Ballot Notice.
2. In accordance with the MCA Circulars, the Notice is being sent in electronic form
through email only. The hard copy of the Notice along with the Postal Ballot forms and
pre-paid 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 purpose of providing remote e-voting facility, the Company has engaged with 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
Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com
and www.nseindia.com respectively and on the website of CSDL at
www.evotingindia.com.
7
5. All the documents referred to in this Notice and the Explanatory Statement pursuant to
Section 102 of the Act, will be available for inspection at the Registered Office and
Corporate Office of the Company between 2.00 p.m. and 5.00 p.m. 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.
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-ids by those Members who have not yet registered their email-ids
with the Company.
7. The voting through electronic means will commence on Saturday, 15 April 2023 at 09:00
AM (IST) and will end on Sunday, 14 May 2023 at 05:00 PM (IST). The remote e-voting
module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution(s)
is cast by the Member, the Member shall not be allowed to change it subsequently.
8. Resolutions passed by the Members through Postal Ballot are 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. In compliance with the MCA Circulars, the Notice is being sent by electronic mode to
those Members whose names appear in the Register of Members / Beneficial Owners as
received from Central Depository Services (India) Limited (CDSL) as on the cut-off date,
i.e., 07 April 2023, and whose e-mail IDs are registered with the Company /Depositories.
For Members who have not registered their e-mail IDs, please follow the instructions
given hereunder. Further, the Members whose names appear in the Register of
Members/ List of Beneficial Owners as on the cut-off date, i.e., 07 April 2023 are
entitled to vote on the Resolutions set forth in this Postal Ballot Notice. Voting shall be
in proportion to his/ her/ its shareholding in the paid-up equity share capital of the
Company. A person who is not a Member as on the cut-off date should treat this Notice
of Postal Ballot for information purpose only.
11. A member cannot exercise his/her vote by proxy on Postal Ballot.
12. Any query in relation to the Resolutions 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, 25th 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.
FACILITY TO EXERCISE VOTE THROUGH ELECTRONIC MEANS WILL BE AVAILABLE DURING THE
FOLLOWING PERIOD:
 Commencement of remote e-voting: From 09:00 a.m. (IST) on Saturday, 15 April

2023
 End of remote e-voting: At 05:00 p.m. (IST) on Sunday, 14 May 2023
8
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.
THE INSTRUCTIONS OF SHAREHOLDERS FOR 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 Id 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 Login Method

shareholders
Individual 1) Users who have opted for the CDSL Easi/Easiest facility, can
Shareholders login through their existing user id and password. An option will
holding be made available to reach the e-Voting page without any
securities in further authentication. The users to login to Easi/Easiest are
Demat mode requested to visit the CDSL website www.cdslindia.com and
with CDSL click on the login icon & New System Myeasi Tab.
Depository
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
9
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.
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 the www.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 1) If you are already registered for the NSDL IDeAS facility, please
Shareholders visit the e-Services website of NSDL. Open the web browser by
holding typing the following URL: https://eservices.nsdl.com either on
securities in a Personal Computer or on a mobile. Once the home page of e-
Demat mode Services is launched, click on the “Beneficial Owner” icon under
with NSDL “Login” which is available under the „IDeAS‟ section. A new
Depository 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.
2) If the user is not registered for IDeAS e-Services, an option to

register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) 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.
10
Individual You can also login using the login credentials of your Demat
Shareholders account through your Depository Participant registered with
(holding NSDL/CDSL for the e-Voting facility. After successful login, you
securities in will be able to see the e-Voting option. Once you click on the e-
Demat mode) Voting option, you will be redirected to NSDL/CDSL Depository
login through site after successful authentication, wherein you can see the e-
their Depository Voting feature. Click on the Company name or e-Voting service
Participants 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.
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 Members facing any technical issue in login can
securities in Demat mode with contact the CDSL helpdesk by sending a request to
CDSL helpdesk.evoting@cdslindia.com or contacting toll-
free no. 1800 22 55 33
Individual Shareholders holding Members facing any technical issue in login can
securities in Demat mode with contact the NSDL helpdesk by sending a request to
NSDL 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:
11
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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Bank Details as recorded in your Demat account or the Company records in order to
OR Date of login.
Birth (DOB)  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.
(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-230407005 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.
12
(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.
 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
secretarial@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, 25th 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.
13
EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
SETTING OUT ALL MATERIAL FACTS:
ITEM 1: TO CONSIDER AND APPROVE THE PROPOSAL FOR CAPITAL RAISING IN ONE OR MORE
TRANCHES BY WAY OF ISSUANCE OF EQUITY SHARES AND/OR EQUITY LINKED SECURITIES BY
WAY OF QUALIFIED INSTITUTIONS PLACEMENT (“QIP”)
This is to update the shareholders that the management has ambitious plans to build
meaningful scale for the Company in the coming years. Coming out of the Pandemic, the
Company has gained impressive momentum. All business segments are performing ahead of
expectations, and the Company is now a provider of choice in its markets. Five levers power
MPS‟ growth strategy in the coming years, including leading with a market-based approach,
scaling STAR accounts, acquiring new customer logos via compelling marketing, developing new
capabilities, and acquiring growing assets that further add to the momentum. The recent
acquisition of E.I. Design Private Limited was a successful demonstration of the revised
acquisition strategy, and the successful integration of E.I. Design Private Limited into the
Company has given tremendous confidence to build upon the momentum.
2023 is turning out to be another year of expansion for MPS. The Company continues to
evaluate acquisition opportunities to grow and strengthen its financial position. Further, the
industry that MPS operates in is highly fragmented and is ripe for consolidation. Growth through
the inorganic route provides opportunities to enhance product/service offerings, build scale,
and further consolidate the Company‟s position as a market leader. The Company is considering
various means to tap these growth opportunities, including strategic acquisitions, investments,
and buyouts. The Company has multiple options at an advanced finalization stage and
competitive price points. Hence, it is imperative to have access to ready funds so that the
Company can close these opportunities efficiently and on time.
Accordingly, the Board of Directors of the Company (hereinafter referred to as the „Board‟
which term shall deem to include „Fund Raising Committee‟ or such other Committee as
constituted or to be constituted by the Board to exercise one or more of its powers, including
the powers conferred by this resolution) at their meeting held on 11 April 2023, had considered
and accorded their enabling approval for raising funds to the tune to up to INR 250 Crores
(Rupees Two Hundred and Fifty Crores Only) in one or more tranches, on such terms and
conditions as it may deem fit, by way of issuance of Equity Shares, and/or securities
convertible into Equity Shares at the option of the Company and/ or the holders of such
securities, and/ or securities linked to Equity Shares, and/or any other instrument or securities
representing Equity Shares and/ or convertible securities linked to Equity Shares (all of which
are hereinafter collectively referred to as “Securities”) through one or more of the permissible
modes including but not limited to private placement, qualified institutions placement. The
issue of Securities may be consummated in one or more tranches at such time or times at such
price and to such classes of investors as the Board (including any duly authorized committee
thereof) may in its absolute discretion decide, having due regard to the prevailing market
conditions and any other relevant factors and wherever necessary, in consultation with book
running lead manager(s) and other agencies that may be appointed, subject to the SEBI ICDR
Regulations, Companies Act, 2013 and other applicable guidelines, notifications, rules and
regulations.
Object of the QIP: The Board shall, subject to applicable law, issue Securities pursuant to this
Special Resolution and proposes to utilize the proceeds of the proposed Issue, after deducting
fees, commissions and expenses related to the Issue, towards repayment/pre-payment of debt
of the Company and/or its subsidiaries; or towards further investment in subsidiaries; or
towards investment in product development by our Company and/or its subsidiaries; or towards
funding inorganic growth initiatives by investing in new business initiatives, acquisitions and
strategic partnerships through the Company and/or its subsidiaries; or a combination of thereof
and general corporate purposes and the business requirements of our Company as approved by
the Board, from time to time. The fund to be used for general corporate purposes, if any, shall
not exceed 25% of the funds to be raised under QIP. In pursuit of our strategy of growth
14
through acquisitions, we continue to selectively evaluate targets for acquisitions and
investments and seek opportunities to acquire businesses and assets which complements our
service offerings, strengthen or establish our presence in our targeted geographies, or enhance
our knowledge-base and know-how and provide synergy to our existing businesses and
operations and such acquisitions and investments would be within the main objects set out in
the Memorandum of Association. The proceeds of the proposed Issue shall be utilized for any of
the aforesaid purposes to the extent permitted by law. The Issue and allotment would be
subject to the availability of regulatory approvals, if any.
This may entail rescheduling and revising the proposed utilisation of the net proceeds and
changing the allocation of funds from its planned allocation at the discretion of our
management, subject to compliance with applicable law. If the net proceeds are not
completely utilised for the purposes stated hereinabove due to factors such as (i) economic and
business conditions; (ii) increased competition; (iii) delay in procuring and operationalizing
assets; (iv) receiving the necessary approvals; (v) force majeure and (vi) other commercial
considerations, the same would be utilised (in part or full) as may be decided by our Board, in
accordance with applicable law.
The Board (including any duly authorized committee thereof) may in their discretion adopt any
one or more of the mechanisms prescribed above to meet its objectives as stated in the
aforesaid paragraphs without the need for fresh approval from the Members of the Company.
The proposed issue of capital is subject to the applicable regulations issued by the Securities
and Exchange Board of India, the Stock Exchanges, RBI, MCA, GOI, RoC, to the extent
applicable, and any other government/ statutory/ regulatory approvals as may be required in
this regard in India or abroad.
In case the Issue is made through a qualified institutions placement:
(i) the allotment of Securities shall only be made to qualified institutional buyers as
defined under Regulation 2(1)(ss) of SEBI ICDR Regulations (“QIBs”) and no allotment
shall be made, either directly or indirectly, to any QIB who is a promoter, or any
person related to the promoters of the Company;
(ii) the allotment of the Securities shall be completed within 365 days from the date of
passing of the Special Resolution or such other time as may be allowed under the
Companies Act, 2013 and/or SEBI ICDR Regulations, from time to time;
(iii) the “relevant date” for the purposes of pricing of the Securities to be issued and
allotted in the proposed QIP shall be the date of the meeting in which the Board or a
duly authorised committee decides to open the proposed QIP; or in case of issuance
of convertible securities, the date of the meeting in which the Board or a duly
authorized committee of the Board decides to open the issue of the convertible
securities or the date on which the holders of such convertible securities become
entitled to apply for the equity shares as provided under the SEBI ICDR Regulations;
(iv) the equity shares of the same class, which are proposed to be allotted through
qualified institutions placement or pursuant to conversion or exchange of eligible
securities offered through qualified institutions placement, have been listed on a
stock exchange for a period of at least one year prior to the date of issuance of
notice to its shareholders for convening the meeting to pass the Special Resolution;
(v) An issuer shall be eligible to make a qualified institutions placement if any of its
promoters or directors is not a fugitive economic offender;
(vi) no single allottee shall be allotted more than 50% of the QIP size and the minimum
number of allottees shall be in accordance with the SEBI ICDR Regulations. It is
clarified that qualified institutional buyers belonging to the same group or who are
under the same control shall be deemed to be a single allottee;
15
(vii) the Securities (excluding warrants) to be offered and allotted shall be in
dematerialized form and shall be allotted on fully paid up basis;
(viii) the Securities allotted shall not be eligible for sale by the allottee for a period of
one year from the date of allotment, except on a recognized stock exchange, or
except as may be permitted from time to time;
(ix) The Company shall not undertake any subsequent QIP until the expiry of two weeks
from the date of the QIP to be undertaken pursuant to the special resolution passed
at this meeting.
The Special Resolution also seeks to give the Board powers to issue Securities in one or more
tranche/s, at such time or times, at such price or prices and to such person(s) including
institutions, incorporated bodies and/ or individuals (whether or not such investors are
members of the Company) or otherwise as the Board in its absolute discretion deem fit. The
detailed terms and conditions for the issue(s)/offering(s) will be determined by the Board or its
committee in its sole discretion in consultation with the advisors, lead managers, underwriters
and such other authority or authorities as may be necessary considering the prevailing market
conditions and in accordance with the applicable provisions of law and other relevant factors.
Further, Section 62(1)(a) of the Act provides, inter-alia, that when it is proposed to increase
the issued capital of a company by allotment of further equity shares, such further equity
shares shall be offered to the existing Members of such company in the manner laid down
therein unless the Members by way of a Special Resolution decide otherwise. Since the Special
Resolution proposed in the business of the Notice may result in the issue of Equity Shares of the
Company to persons other than existing Members of the Company, approval of the Members is
also being sought pursuant to the provisions of Section 62(1)(c) and other applicable provisions
of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms
of the provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.
In terms of Rule 14(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, a
company can make a private placement of its securities under the Act, only after receipt of
prior approval of its Members by way of a Special Resolution. Consent of the Members would
therefore be necessary pursuant to the provisions of Sections 42 and 62(1)(c) of the Act, read
with applicable provisions of the SEBI ICDR Regulations and the SEBI Listing Regulations, for
issuance of Securities. The Equity Shares allotted pursuant to the issue shall rank in all respects
pari-passu with the existing Equity Shares of the Company.
The Equity Shares to be allotted would be listed on the Stock Exchanges. The
offer/issue/allotment would be subject to the availability of regulatory approvals, if any. The
conversion of Securities held by foreign investors into Equity Shares would be subject to the
applicable foreign investment cap and relevant foreign exchange regulations. As and when the
Board does take a decision on matters on which it has the discretion, necessary disclosures will
be made to the stock exchanges as may be required under the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended.
The Directors and Key Managerial Personnel/Senior Management of the Company and relatives
thereof may be deemed to be concerned or interested in the passing of resolution to the extent
of securities issued/allotted to them or to the companies in which they are directors or
members. Save as aforesaid, none of the Director(s), Key Managerial Personnel or their
relatives are, in any way, concerned or interested, financially or otherwise, in this resolution
set out at Item No. 1 of this Notice.
The Board of Directors of the Company recommends the resolution at Item No. 1 of the
accompanying Notice for the approval of the Members as Special Resolution.
16
ITEM 2: TO CONSIDER AND APPROVE THE RE-APPOINTMENT AND REMUNERATION PAYABLE
TO MR. RAHUL ARORA AS THE CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR OF THE
COMPANY.
Mr. Rahul Arora is the CEO and Managing Director of the Company since 12 August 2018. His
current tenure is going to expire on 11 August 2023. The Board of Directors, upon the
recommendation of the Nomination and Remuneration Committee, at their respective meetings
held on 11 April 2023, and subject to the approval of Members of the Company, re-appointed
Mr. Rahul Arora as the CEO and Managing Director (“designated as Chairman & CEO”) of the
Company, subject to the approval of the members for a further period of 5 (five) years
commencing from 12 August 2023 to 11 August 2028 (both days inclusive) on the existing
remuneration of USD 565,000 (United States Dollar Five Hundred and Sixty Five Thousand Only)
per annum/INR equivalent, and on such other terms and conditions as mentioned in the Service
Agreement in between the Company and Mr. Rahul Arora, subject to annual/periodical changes
in remuneration as may be recommended by the Nomination and Remuneration Committee and
approved by the Board of Directors of the Company, to the extent that the overall
remuneration payable to Mr. Rahul Arora shall not exceed the limits specified under Section
197 and 198 read with Schedule V of the Companies Act 2013, without any further reference to
the Company in General Meeting.
Pursuant to the provisions of Section 196, 197, 203 and other applicable provisions, if any, of
the Companies Act, 2013 (the “Act”), the rules made there under (including any statutory
modification(s) or re-enactment thereof for the time being in force) read with Schedule V to
the Act, and taking into consideration the roles, responsibilities and rich experience of Mr.
Rahul Arora as CEO and Managing Director of the Company, as mentioned in the Annexure to
this Notice, the Board is of the view that his continued association with the Company would be
of immense benefit to the Company and it is desirable to continue Mr. Rahul Arora as the CEO
and Managing Director of the Company and recommends the re-appointment and remuneration
payable to Mr. Rahul Arora as the CEO and Managing Director of the Company, to the Members
for their approval. The Board considers the remuneration payable to Mr. Rahul Arora to be fair
and commensurate with his responsibilities.
The Company shall be entitled to depute Mr. Rahul Arora at any office of the Company within
or outside India, where the Company has operations at the same remuneration in the
equivalent local currency effective from the date of such deputation.
The additional information 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 given in Annexure to this Notice.
Except Mr. Rahul Arora and Ms. Yamini Tandon, no other Director(s) and Key Managerial
Personnel of the Company and their relatives are, in any way, concerned or interested,
financial or otherwise, in the Resolution set out at Item No. 2 of this Notice.
The Board of Directors of the Company recommends the resolution at Item No. 2 of the
accompanying Notice for the approval of the Members as Ordinary Resolution.

CIN: L22122TN1970PLC005795
M. No. F9233
Date: 11 April 2023
17
Annexure to the Notice dated 11 April 2023:
Details of the Director seeking Re-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 Director Mr. Rahul Arora

DIN 05353333
Date of Birth 02 October 1984
Educational Mr. Rahul Arora holds a Bachelor of Science in Business Management
Qualifications with concentrations in Economics and Entrepreneurship from Babson
College (Class of 2007). Mr. Arora completed his full-time residential
Post Graduate Program in Management with majors in Marketing and
Strategy from the Indian School of Business, Hyderabad, India, in
2011. In 2017, he completed the Advanced Management Program at
the Wharton School at the University of Pennsylvania. Mr. Arora is
pursuing the Owner/President Program from Harvard Business School
and is expected to complete the program as part of its 60th class in
November 2023.
Experience and Mr. Rahul Arora is the Chairman, CEO, and Managing Director of MPS
Expertise Limited. Mr. Arora is an authentic leader who takes pride in shaping
MPS' agility toward swiftly adapting to rapidly evolving market
dynamics. Under his leadership, the Company has significantly
diversified its business interests, transitioning from being an India-
based content services provider to a global market leader in content,
learning, and platform solutions. Today, the Company is powered by
more than 2,500 professionals across seven delivery centers in India,
three European subsidiaries, and multiple North American client
offices.
Mr. Arora joined the Company in Noida, India, in August 2012 as Chief
Marketing Officer and has managed the significant diversification and
growth of the Company. Much of the Company‟s growth story during
this period was inorganic, and each acquisition was unlocked for
tremendous synergies enhancing the long-term competitive
advantage of the Company. Mr. Arora relocated to the U.S. in early
2013 to jump-start the first wave of US-based acquisitions (2013-15)
via a newly established subsidiary, MPS North America LLC. After a
successful QIP process in 2015, Mr. Arora was promoted by the Board
of Directors to lead the diversification agenda as CEO and Managing
Director of the Company. The acquisitions of Magplus and THINK in
2016 and 2017 supported the growth of the Platforms business
launched in 2015. The acquisition of Tata Interactive Systems in 2018
marked MPS' definitive entry into the Corporate Learning Solutions
marketplace and formed a third business segment– eLearning
solutions. In 2020, when most companies were limiting themselves to
business continuity, under Mr. Arora's leadership, the Company
acquired HighWire Press at a competitive price to grow its platform
business to an unprecedented scale. In 2021, Mr. Arora refined MPS'
acquisition strategy to focus on growth to accelerate momentum,
and subsequently, in 2022, the Company acquired E.I. Design Private
Limited. E.I. Design is an award-winning eLearning company
witnessing double-digit growth and at higher margins than MPS'
standalone eLearning. A successful integration followed under his
leadership and led to the transformation of MPS' eLearning Practice.
18
Mr. Arora now leads the building scale agenda of MPS. Five levers
power MPS' growth strategy in the coming years, including leading
with a market-based approach, scaling STAR accounts, acquiring new
customer logos via compelling marketing, developing new
capabilities, and acquiring growing assets that further add to the
momentum.
With over a decade of dedicated leadership, Mr. Arora has played a
pivotal role in scaling the Company to new heights and fostering its
agility in adapting to dynamic market conditions to deliver
exceptional value to clients worldwide. Mr. Arora's vision for 2027 is
to establish a compelling learning company of a significant scale that
will offer more innovative learning solutions accessible to all. His
unwavering commitment to transforming global learning
methodologies has helped MPS gain exponential growth and
widespread recognition in the international markets.
Directorships held in MPS Limited
other companies # MPS Interactive Systems Limited
ADI BPO Services Limited
Shareholding in the Nil
Company
Disclosure of Ms. Yamini Tandon, Non-Executive Director, is the wife of Mr. Rahul
relationships Arora.
between directors
inter-se
Number of Board 6
meetings attended
during the year
*Chairmanship / MPS Limited
Membership of  Audit Committee- Member
committees in other  Corporate Social Responsibility Committee- Member
companies in India  Risk Management Committee- Chairman
 Stakeholders Relationship Committee – Member
# Directorship indicates directorship in Indian Public Companies including MPS Limited.

* Chairmanship / Membership of committees indicates Chairmanship / Membership of
committees in Indian Public Companies including MPS Limited.

CIN: L22122TN1970PLC005795
M. No. F9233
Date: 11 April 2023
19
Elpro International Ltd
17th Floor, Nirmal, Nariman Point
Mumbai 400 021, India
T +91 22 2202 3075, +91 22 4029 9000

F +91 22 2202 7995
CIN: L51505MH1962PLC012425
April 13, 2023
To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Scrip Code - 504000
Sub.: Voting Results and Scrutinizer's Report on Postal Ballot
Ref.: Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations")
Dear Sir / Madam,
This is in continuation to our letter dated March 13, 2023 enclosing the copy of Postal Ballot Notice seeking
approval of the Members of the Company, to pass the resolution, as set out below, by means of Postal Ballot
through electronic means ("e-voting I remote e-voting").
Type of Resolution Resolution

Special To approve the re-appointment of Mr. Deepak Kumar (DIN: 07512769) as Chairman
and Managing Director of the Company
The above Special Resolution have been approved by the Members of the Company with requisite majority.
The resolution is deemed to have been passed on the last date of e-voting / remote e-voting i.e., on Wednesday,
April 12, 2023.
Pursuant to Regulation 44(3) of the SEBI Listing Regulations, 2015, the voting results of the said Postal Ballot in
the prescribed format along with the copy of the Scrutinizer's Report are enclosed herewith.
The same will also be made available on the Company's website at www.elpro.co.in and on the website of
National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com.
Kindly take the same on record.
Thanking you,
Yours faithfully,
For Elpro International Limited
Rushabh ~~~::s~;~d~~erij
Rajen Ajmera ~:~e~:!~ :0~;~~
2
Rushabh Ajmera
Company Secretary
Encl.: as above
Chinchwadgaon, Pune 411 033, India

T +91 20 2735 2961, F +91 20 2735 3037
Visit us at: www.elpro.co.in
Name of the Company Elpro International Limited
Date of Postal Ballot Tuesday, February 7, 2023 (Remote e-voting from Tuesday, March 14, 2023 to Wednesday, April 12, 2023)
Total number of shareholders on Friday, March 3, 2023 i.e, cut-off date for voting 9727
No. of shareholders present in the meeting either in person or through proxy: Not Applicable
Promoters and Promoter Group: -

Public: -
No. of Shareholders attended the meeting through Video Conferencing: Not Applicable
Promoters and Promoter Group: -

Public: -
Resolution Required : (Special) To approve re-appointment of Mr. Deepak Kumar (DIN: 07512769) as Chairman and Managing Director of the Company
Whether promoter/ promoter group are interested in the No

agenda/resolution?
Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on No. of Votes- in No. of Votes - % of Votes in favour % of Votes against
outstanding shares favour Against on votes polled on votes polled
[1] [2] [3]={[2]/[1]}*100 [4] [SJ [6]={[4]/[2]}*100 [7]={[5]/[2]}*100
E-Voting 12, 70,91,970 100.0000 12,70,91,970 0.0000 100.0000 0.0000

Poll 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Promoter and Promoter Group 12, 70,91,970
Postal Ballot 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Total 12,70,91,970 100.0000 12,70,91,970 0.0000 100.0000 0.0000
E-Voting 99,19,374 43.8828 99,19,374 0.0000 100.0000 0.0000

Poll 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Public Institutions 2,26,04,195
Postal Ballot 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Total 99,19,374 43.8828 99,19,374 0.0000 100.0000 0.0000
E-Voting 23,747 0.1200 16,113 7,634 67.8527 32.1472

Poll 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Public Non Institutions 1,97,82,965
Postal Ballot 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
Total 23,747 0.1200 16,113 7,634 67.8527 32.1472
Total 16,94,79,130 13,70,35,091 80.8566 13,70,27,457 7,634 99.9944 0.0055
Digitally signed by
Rushabh Rushabh Rajen
Rajen Ajmera
Date: 2023.04.13
Ajmera 17:53:57 +05'30'
us 3ayshree a . Lalpuria & Co.
Practisirlf] Company &cretaries _ _ __ _ __ _ _ _ _ __ _ _ _ __ _ _ __
• 14, Adarsh, 9/83, Nehru Road, Near HDFC Bank, Vile Parle (East), Mumbai-400 057.
Tel. : 26121371 Fax : 26111371 Cell : 98209 96575 Email : jayshreelalpuria@gmail.com
SCRUTINIZER'S REPORT
[Pursuant to Section 108 and 110 of the Companies Act, 2013 and Rule 20 and 22 of the
Companies (Management and Administration) Rules, 2014]
To
The Chairman
ELPRO INTERNATIONAL LIMITED
Nirmal, 17th Floor, Nariman Point,
Mumbai - 400 021
Dear Sir,
I, Jayshree A. Lalpuria, Practicing Company Secretary, have been appointed by the

Board of Directors of ELPRO INTERNATIONAL LIMITED vide resolution dated
7th February, 2023 pursuant to section 108 and 110 of the Companies Act, 2013 read
with Rule 20 and 22 of the Companies (Management and Administration) Rules,
2014 for the purpose of scrutinizing the Postal Ballot through remote e-voting (e-
voting) process in a fair and transparent manner and ascertaining the requisite
majority on remote e-voting (e-voting) in respect resolution listed in the Notice of
Postal Ballot dated 7th February, 2023, which was issued in accordance with General
Circular no. 11/2022 dated December 28, 2022 & other relevant circulars issued by
Ministry of Corporate Affairs, Regulation 44 of the Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.
Management's Responsibility
The Management of the Company is responsible to ensure the compliance with the
requirements of the Companies Act, 2013 and rules relating to voting through postal
ballot on the resolution contained in the Notice of Postal Ballot dated 7th February;
2023.
Scrutinizer's Responsibility
My responsibility as a Scrutinizer is to ensure that the voting process through remote
e-voting means is conducted in a fair & transparent manner and to make
Scrutinizer s Report of the total votes cast "in favour" or "against" the resolution
1
stated above, based on the reports generated from thee-voting system provided by
National Securities Depository Limited (NSDL), the authorized agency to provide e-
voting facilities, engaged by the Company.
Further to above I submit my report as under:

1. The members of the Company whose name were recorded in the Register of
Members or in the Register of Beneficial Owners maintained in the
depositories as on the "cut off" date i.e., 3rd March, 2023 were entitled to vote
on the proposed 1 (one) resolution as mentioned in the notice of the said
Postal Ballot.
2. Dispatch of the Postal Ballot Notice along with the Explanatory Statement to
the Members of the Company was completed on 13th March, 2023.
3. The remote e-voting period remained open from 9.00 A.M. on Tuesday,
14th March, 2023 up to 5.00 P.M. on Wednesday, 12th April, 2023. Accordingly,
e-votes cast upto 5:00 P.M. (IST) on Wednesday, 12th April, 2023 have been
considered for my scrutiny.
4. The e-voting platform was unblocked for vote counting on Wednesday,

12th April, 2023 at 5.44 p.m. in the presence of two witnesses, namely Ms.
Akansha Parmar and Ms. Priyanka Sharma, who are not in employment of
the company.
5. Thereafter, the e-voting results containing, inter-alia the list of Shareholders

who have voted in favour or against the resolutions or who have abstained
from voting were downloaded from the e-voting website of National
Securities Depository Limited (NSDL) i.e. https://www.evoting.nsdl.com
6. Based on the report generated from NSDL' s e-voting website, the results of
voting through remote e-voting means in respect of the said resolution are as
under.
Special Resolution for re-appointment of Mr. Deepak Kumar (DIN: 07512769) as

Chairman and Managing Director of the Company
Sr. Particulars No. of remote No. of shares

No. e-voting on which
confirmation votes cast
a) Remote e-voting confirmation received 89 13,70,35,091
Total 89 13,70,35,091
b) Less: Invalid Remote e-voting confirmations - -
c) Net valid Remote e-voting confirmations 89 13,70,35,091
(i) Remote e-voting confirmations with 84 13,70,27,457
assent for the resolution
% of assent 99.99%
(i) Remote e-voting confirmations with 5 7,634
dissent for the resolution
% of dissent 0.01%
2
The result of the voting by Members through remote e-voting in respect of the
above-mentioned resolution may accordingly be declared by the Company.
Thanking You.
Yours faithfully,
For Jayshree A. Lalpuria & Co.

Practicing Company Secretary
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Jayshree DN: c=IN,o=PftMINl,tltle,,,5822,

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Ashish c4874<9re7596&aO<d7588954 14760adl,

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Jayshree A. Lalpuria
(Proprietor)
ACS 17629; CP 7109
Scrutinizer appointed for the Voting Process
UDIN: A017629E000086181
PR No. 2023/2022
Place: Mumbai
Dated: 13th April, 2023
Countersigned by
For Elpro International Limited
DEE PAK Digitally signed by
DEEPAK KUMAR
Date: 2023.04.13
KUMAR 17:50:54 +05'30'
Mr. Deepak Kumar

Chairman
(DIN: 07512769)

Digitally Signed by T. Sriraman Date: 2023.04.13 19:19:51 +05'30'

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The National Stock Exchange of India Ltd., BSE Ltd.

13th April, 2023

In this regard, we are enclosing the following:

This is for your information and record

For SEPC LIMITED

Appointment of Mr. Rajesh Kumar Bansal (DIN: 09634747) as an Independent Director

Sub: Passing of Resolutions through Postal Ballot

Company has received a Notice in writing from a Member under

as it may, in its absolute discretion, consider necessary, expedient, '

RESOLVED FURTHER THAT the Board of Directors of the Company

WE REPORTthat in view of the pandemic COVID-19 and the resultant lockdown

Item No.1: Appointment of Mr. Rajesh Kumar Bansal (DIN: 09634747) as

(i) Votes in favour of the resolution:

Number of members Number of votes cast 0/0 of total number of

142 184051658 99.99740/0

(ii) Votes against the resolution:

Number of members Number of votes cast 0/0 of total number of

voted in E- Voting (Shares) -E-Voting valid votes cast

(iii) Invalid Votes:

Number of members voted in E- Number of votes cast (Shares) -E-

Item No.2: Appointment of Ms. Gayathri Sundaram (DIN: 07342382) as an

(i) Votes in favour of the resolution:

Number of members Number of votes cast 0/0 of total number of

143 184051244 99.99780/0

(ii) Votes against the resolution:

Number of members Number of votes cast 0/0 of total number of

(iii) Invalid Votes:

Number of members voted in E- Number of votes cast (Shares) -E-

Note: 1 Member abstained from postal ballot e-voting.

WE FURTHERREPORTthat as per the notice of Postal Ballot dated 9th February,

WE FURTHERREPORTthat as per the said Rules, the records maintained by us

For SRINIDHI SRIDHARAN &. ASSOCIATES

National Stock Exchange of India Limited BSE Limited

This is for your information and record.

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

1. QIP to be undertaken pursuant to the Special Resolution passed at meeting of the

ITEM 2: TO CONSIDER AND APPROVE THE RE-APPOINTMENT AND REMUNERATION PAYABLE

By Order of the Board

11. A member cannot exercise his/her vote by proxy on Postal Ballot.

 Commencement of remote e-voting: From 09:00 a.m. (IST) on Saturday, 15 April

 End of remote e-voting: At 05:00 p.m. (IST) on Sunday, 14 May 2023

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual

(i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December 2020,

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December 2020

Type of Login Method

3) If the user is not registered for Easi/Easiest, an option to

4) Alternatively, the user can directly access the e-Voting page by

2) If the user is not registered for IDeAS e-Services, an option to

3) Visit the e-Voting website of NSDL. Open the web browser by

Login type Helpdesk details

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,

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

 Shareholders who have not updated their PAN with the

By Order of the Board

[1] [2] [3]={[2]/[1]}100 [4] [SJ [6]={[4]/[2]}100 [7]={[5]/[2]}*100