0" R.Sridharan & Associateso Company Secretaries

New No.5, (Old No.12), Sivasailam StreetT.Nagar, Chennai ·600017.Phone :42166988,43502997,42555587email: sridharan.r@aryes.inweb : www.aryes.in

28th July, 2018Consolidated Scrutinizer's Report

The ChairmanMPS Limited,

. RRTower IV, Super A, 16/17,Thiru-Vi-Ka Industrial Estate, Guindy,Chennai - 600 032

the Companies (ManaR.Sridharan & Associvoting process held2018 (5.00 PM) (1ST)'

Dear Sir,

members of the

May, 2018 pursuant toamended) and 21 ofppointed us viz. M/s.

uct the remote e­to Thursday, July 26,the 48th AGM of the

.. p.m.at The Raintree·······oldersof the Company

t..ii··.······.·······..·}() ...··,to vote as set out in the

Hotels, 636, Anna Salai,as on the "cut off" date i.e;notice of the AGM.

We now submit our consolidated Report as under:

1. After the announcement of the poll by the Chairman, one ballot box kept for polling waslocked in our presence with due identification mark placed by us.

2. After the time fixed for closing of the poll, the locked ballot box was subsequently openedin our presence and poll papers were diligently scrutinized. The poll papers were reconciledwith the records maintained by the Company / Registrar and Share Transfer Agents of theCompany and the authorizations / proxies lodged with the Company.

3. The poll papers, which were incomplete, unsigned and/or which were otherwise founddefective have been treated as invalid and kept separately.

48TH AGM - CONSOLIDATEDSCRUTINIZER'SREPORT- MPS LIMITED

us R. Sridharan & AssociatesCompany Secretaries

... Continuation Sheet

4. We have scrutinized and reviewed the voting at the conclusion of AGM. Subsequently,we have unblocked the votes cast through remote e-voting in the presence ofMr. K Satheesh and Ms. B Devl Lakshmi, who are the witnesses and not in the employmentof the company. The votes tendered therein in respect of the remote e-voting system arebased on the data downloaded from the Official website of the Central Depository Services(India) Limited [CDSL].

5. The consolidated result (Remote E-voting and Poll) of the said Resolutions are as under:

Item No. 1 - Adoption of Audited Standalone & Consolidated Financial Statements,Reports of Board of Directors & Auditors thereon (Ordinary Resolution)

(i) Votes in favour of the resolution:

Number of Number of Number of Number of Total Number % of totalmembers votes cast members/ votes ,cast' of votes cast number ofvoted in (Shares) - Proxies voted by (Shares) ~ Poll thr(jugh valid votesRemote Remote

,Poll Remote cast

E- Voting E-Voting E-Voting and"" "

PoH '24 139969~~C '9 > ': 57> )ta,~96976 99.99996.,

,.,}{\:.:':

(ii) Votes against the resolution:

o o

Total Numberof votes castthroughRemoteE;)loting andpdf'

% of totalnumber ofvalid votescast

6 6 0.00004

Number of Number Of Number of Numbermembers votes cast members/ Proxies votes castvoted in (Shares) voted by Poll (Shares) - PollRemote RemoteE- Voting E-Voting

(iii) Invalid Votes:

Number of Number of votes Number of Number of votes Total Number ofmembers cast (Shares) - members/Proxies cast (Shares) - Poll votes cast throughvoted in Remote voted by Poll Remote E-Remote E- Voting Voting and PollE- Voting

0 0 1 1 1

RESULT:

As the number of votes cast in favour of the resolution was more than the numberof votes cast against, we report that the Ordinary Resolution with regard to Itemno. 1 as set out in the Notice of the AGM is passed with requisite majority.

48TH AGM - CONSOLIDATED SCRUTINIZER'S REPORT- MPS LIMITED

os R. Sridharan & AssociatesCompany Secretaries

... Continuation Sheet

Item No.2 - Re-appointment of Ms. Yamini Tandon (DIN:05353333) as directorwho retires by Rotation (Ordinary Resolution)

(i) Votes in favour of the resolution:

Number of Number of Number of Number of Total % of totalmembers votes cast members/ votes cast Number of number ofvoted in (Shares) - Proxies voted (Shares) - votes cast valid votesRemote Remote by Poll Poll through castE- Voting E-Voting Remote

E-Votingand Poll

14 550345 10 12617038 13167383 94.0730

(ii) Votes against the resolution", '

Number ofmembersvotedRemoteE- Voting

Number '" ofvotes c§st

in (Shares) jii;\'7Remote' .....E-Voting ..

of Total % of totalNy~ber of number of

•.•.yot'es cast valid votes. tlj~QUgh castR~,mpteE-Voting.and Poll

9 829599 5.9270

(iii) Invalid Votes:

/,Number of Number of Number of Number of votes Total Number ofmembers votes cast members/Proxies cast (Shares) .~ votes castvoted in (Shares) - vo~~d by. Poll PolL..•' through RemoteRemote Remote •••••• ·Ex-/·., ••••••····,····· E- Voting and PollE- Votin_g E- Votin_g

0 0 1 1 1

RESULT:

As the number of votes cast in favour of the resolution was more than the numberof votes cast against, we report that the Ordinary Resolution with regard to Itemno. 2 as set out in the Notice of the AGM is passed with requisite majority.

48TH AGM -CONSOLIDATED SCRUTINIZER'SREPORT- MPS LIMITED

os R. Sridharan & AssociatesCompany Secretaries

... Continuation Sheet

Item No.3 - Declaration of Dividend of INR 12 per equity share of INR 10/- eachfor the financial year ended March 31, 2018 (Ordinary Resolution)

(i) Votes in favour of the resolution:

Number of Number of Number of Number of Total % of totalmembers votes cast members/ votes cast Number of number ofvoted in (Shares) - Proxies voted (Shares) - votes cast valid votesRemote Remote by Poll Poll through castE- Voting E-Voting Remote

E-Votingand Poll

24 13996919 11 63 13996982 100

(ii) Votes against the

o o o o 0

Number of Numbermembers votes castvoted in (Shares H))Remote Remote '.E- Voting E-Voting

o

of Total % of totalcast Number of number of

-, -votes cast valid votesthrough castRemoteE-votingand Poll

(iii) Invalid Votes:

NumbermembersvotedRemoteE- Votlnq

of Number ..•.•,. of Number of Number of votes Total Number ofvotes .i cast mern;bers/Proxies cast (Shares), ", votes cast

in (Shares) , -:•.}YQted'b,y Poll PP!l,? through RemoteRemote > .<)1 E- Voting and PollE- Voting

o 1 1 1o

RESULT:

As the number of votes cast in favour of the resolution was more than the numberof votes cast against, we report that the Ordinary Resolution with regard to Itemno. 3 as set out in the Notice of the AGM is passed unanimously.

48TH AGM -CONSOLIDATED SCRUTINIZER'SREPORT- MPS LIMITED

us R. Sridharan & AssociatesCompany Secretaries

... Continuation Sheet

Item No.4 - Appointment of Mr. Ambarish Raghuvanshi (DIN:00233858) as aNon-Executive Independent Director of the Company (Ordinary Resolution)

(i) Votes in favour of the resolution:

Number of Number of Number of Number of Total % of totalmembers votes cast members/ votes cast Number of number ofvoted in (Shares) - Proxies voted (Shares) - votes cast valid votesRemote Remote by Poll Poll through castE- Voting E-Voting Remote

E-Votingand Poll

24 13996919 11 63 13996982 100,

(ii) Votes against the resolution:

o

% of totalnumber ofvalid votescast

Number ofmembersvoted inRemoteE- Voting

o o

(iii) Invalid Votes:

NumbermembersvotedRemoteE- Voting

of Numbervotes

in (Shares)RemoteE- Voting

, ;" 9(' :Nurriq~r . . of I"NOmber iPf votes' Total Number of, cast ;~memb~rs/Proxies c~st (Shares) - votes cast;-::'t i;,yoted'-by Poll Poll; through Remote': ';:' E- Voting and Poll

o o 1 1 1

RESULT:

As the number of votes cast in favour of the resolution was more than the numberof votes cast against, we report that the Ordinary Resolution with regard to Itemno. 4 as set out in the Notice of the AGM is passed unanimously.

48TH AGM - CONSOLIDATED SCRUTINIZER'S REPORT- MPS LIMITED

os R. Sridharan & AssociatesCompany Secretaries

... Continuation Sheet

6. A Compact Disc (CD) containing a list of equity shareholders who voted "FOR","AGAINST" and those whose votes were declared invalid for each resolution is enclosed.

7. The electronic data relating to remote e-voting, poll papers and all other relevant recordsis under our safe custody and will be handed over to the Company Secretary for preservingsafely after the Chairman conslders, approves and signs the minutes of the Annual GeneralMeeting.

Thanking you,Yours faithfully,

FCS No. 4775

..:..,..;.:' :~.',,",

48TH AGM - CONSOLIDATED SCRUTINIZER'SREPORT- MPS LIMITED6