1. We have audited the accompanying standalone
financial statements of MPS Limited ('the Company'),
which comprise the Standalone Balance Sheet as at
31 March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income),
the Standalone Statement of Cash Flow and the
Standalone Statement of Changes in Equity for
the year then ended, and notes to the standalone
financial statements, including material accounting
policy information and other explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us,
and based on the consideration of the reports
of the branch and other auditor as referred to in
paragraph 15 below, the aforesaid standalone
financial statements give the information required
by the Companies Act, 2013 ('the Act') in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards
('Ind AS') specified under section 133 of the Act
read with the Companies (Indian Accounting
Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the state
of affairs of the Company as at 31 March 2025,
and its profit (including other comprehensive
income), its cash flows and the changes in equity
for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section
143(10) of the Act. Our responsibilities under those
standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (' IC AI') together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Act and the rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have
obtained together with the audit evidence obtained
by the branch and other auditor, in terms of their
reports referred to in paragraph 15 of the Other
Matter section below is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in
our professional judgment, and based on the
consideration of the reports of the branch and other
auditor as referred to paragraph 15 below, were
of most significance in our audit of the standalone
financial statements of the current period. These
matters were addressed in the context of our audit
of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Information other than the Standalone Financial
Statements and Auditor's Report thereon

6. The Company's Board of Directors are responsible
for the other information. The other information
comprises the information included in the Annual
Report, but does not include the standalone financial
statements and our auditor's report thereon. The
Annual Report is expected to be made available to
us after the date of this auditor's report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge

obtained in the audit or otherwise appears to be
materially misstated.

When we read the Annual Report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

7. The accompanying standalone financial statements
have been approved by the Company's Board
of Directors. The Company's Board of Directors
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity
and cash flows of the Company in accordance
with the Ind AS specified under section 133 of
the Act and other accounting principles generally
accepted in India. This responsibility also includes
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant
to the preparation and presentation of the financial
statements that give a true and fair view and are
free from material misstatement, whether due to
fraud or error.

8. In preparing the standalone financial statements, the
Board of Directors are responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Board of Directors either intend
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

9. The Board of Directors is also responsible for
overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the

Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue
an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with Standards on Auditing will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and
are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards
on Auditing, specified under section 143(10) of the
Act we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control;

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of

accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board
of Directors' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the
date of our auditor's report. However, future
events or conditions may cause the Company to
cease to continue as a going concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation; and

• Obtain sufficient appropriate audit evidence
regarding the business activities and financial
statements of the Company which includes
financial information of its branches and MPS
Employee Welfare Trust, to express an opinion
on the standalone financial statements. We are
responsible for the direction, supervision and
performance of the audit of financial statements
of the Company and such branches included in
the standalone financial statements, of which
we are the independent auditors. For the MPS
Employee Welfare Trust and 1 branch included
in the standalone financial statements, which have
been audited by the branch and other auditor,
such branch and other auditor remain responsible
for the direction, supervision and performance of
the audits carried out by them. We remain solely
responsible for our audit opinion.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

13. We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

14. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone financial statements of the current period
and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or
regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Other Matter

15. We did not audit the financial statements of the
MPS Employee Welfare Trust (Trust) and 1 branch
included in the standalone financial statements of
the Company whose financial statements reflects
total assets of ? 2,002.27 lakhs as at 31 March
2025, total revenues of ? 148.33 lakhs and net cash
inflows of ? 157.82 lakhs for the year ended on that
date. These financial statements have been audited
by the branch and other auditors whose reports
have been furnished to us by the management, and
our opinion on the standalone financial statements,
in so far as it relates to the amounts and disclosures
included in respect of the Trust and 1 branch, and
our report in terms of sub-section (3) of section 143
of the Act in so far as it relates to the aforesaid Trust
and 1 branch , is based solely on the report of such
branch and other auditor.

Further, the aforementioned financial statements of
the Trust have been prepared in conformity with the
Accounting Standards specified under section 133
of the Act, read with the Companies (Accounting
Standards) Rules, 2021 which have been audited
by other auditor under generally accepted auditing
standards applicable in India. The Company's
management has converted these financial
statements of Trust to the accounting principles

enunciated under the Indian Accounting Standards
('Ind AS') specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015 as applicable to the Company. We
have audited these conversion adjustments made
by the Company's management.

Furthermore, the aforesaid branch is located outside
India whose financial statements and other financial
information have been prepared in accordance
with accounting principles generally accepted in its
respective country and which have been audited by
branch auditor under generally accepted auditing
standards applicable in its respective country.
The Company's management has converted the
financial statements of such branch from accounting
principles generally accepted in its respective
country to accounting principles generally accepted
in India. We have audited these conversion
adjustments made by the Company's management.
Our opinion on the standalone financial statements,
in so far as it relates to the amounts and disclosures
included in respect of such Trust and branch, is
based on the reports of branch and other auditor
and the conversion adjustments prepared by the
management of the Company and audited by us.

Our opinion above on the standalone financial
statements, and our report on other legal and
regulatory requirements below, are not modified
in respect of the above matters with respect to our
reliance on the work done by and the reports of the
branch and other auditor.

Report on Other Legal and Regulatory Requirements

16. As required by section 197(16) of the Act, based
on our audit, we report that the Company has
paid remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

17. As required by the Companies (Auditor's Report)
Order, 2020 ('the Order') issued by the Central
Government of India in terms of section 143(11) of
the Act we give in the Annexure I a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

18. Further to our comments in Annexure I, as required
by section 143(3) of the Act based on our audit,
and on the consideration of the reports of the branch

and other auditor as referred to in paragraph 15
above, we report, to the extent applicable, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b) Except for the matters stated in paragraph 18(i)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion, proper books
of account as required by law have been kept
by the Company so far as it appears from our
examination of those books;

c) The reports on the accounts of the branch office
of the Company audited under section 143(8)
of the Act by the branch auditor has been sent
to us and has been properly dealt with by us in
preparing this report;

d) The standalone financial statements dealt with
by this report are in agreement with the books of
account;

e) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

f) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from being
appointed as a director in terms of section 164(2)
of the Act;

g) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 18(b) above on
reporting under section 143(3)(b) of the Act and
paragraph 18 (i)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);

h) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March
2025 and the operating effectiveness of
such controls, refer to our separate report in
Annexure II wherein we have expressed an
unmodified opinion; and

i) With respect to the other matters to be included
in the Auditor's Report in accordance with

rule 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and
to the best of our information and according
to the explanations given to us and based on
the consideration of the reports of the branch
and other auditor as referred to in paragraph
15 above:

i. The Company, as detailed in note 37 to
the standalone financial statements, has
disclosed the impact of pending litigations on
its financial position as at 31 March 2025;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the
year ended 31 March 2025;

iv. a. The management has represented that,

to the best of its knowledge and belief,
as disclosed in note 51 to the standalone
financial statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or securities premium
or any other sources or kind of funds) by
the Company to or in any person(s) or
entity(ies), including foreign entities ('the
intermediaries'), with the understanding,
whether recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ('the Ultimate Beneficiaries') or
provide any guarantee, security or the like
on behalf the Ultimate Beneficiaries;
b. The management has represented that,
to the best of its knowledge and belief,
as disclosed in note 51 to the standalone
financial statements, no funds have been
received by the Company from any
person(s) or entity(ies), including foreign
entities ('the Funding Parties'), with the
understanding, whether recorded in writing
or otherwise, that the Company shall,
whether directly or indirectly, lend or invest
in other persons or entities identified in any

manner whatsoever by or on behalf of the
Funding Party ('Ultimate Beneficiaries') or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the management representations under
sub-clauses (a) and (b) above contain any
material misstatement.

v. a. The interim dividend declared and paid

by the Company during the year ended
31 March 2025 and final dividend
paid by the Company during the year
ended 31 March 2025 in respect of such
dividend declared for the previous year
are in accordance with section 123 of the
Act to the extent it applies to payment of
dividend.

b. As stated in Note 40 to the accompanying
standalone financial statements, the
Board of Directors of the Company have
proposed final dividend for the year
ended 31 March 2025 which is subject
to the approval of the members at the
ensuing Annual General Meeting. The
dividend declared is in accordance with
section 123 of the Act to the extent it
applies to declaration of dividend.

vi. As stated in Note 46 to the standalone
financial statements and based on our
examination which included test checks,
except for instances/matters mentioned
below, the Company, in respect of financial
year commencing on 1 April 2024, has
used accounting software for maintaining
its books of account which have a feature
of recording audit trail (edit log) facility and
the same have been operated throughout the
year for all relevant transactions recorded
in the software. Further, during the course
of our audit we did not come across any
instance of audit trail feature being tampered
with. Furthermore, except for instances/
matters mentioned below the audit trail has
been preserved by the Company as per the
statutory requirements for record retention.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Rohit Arora

Partner

Place: New Delhi Membership No.: 504774

Date: 16 May 2025 UDIN: 25 5 04774BMIDLY7114