MPS Limited has received an Assessment Order under the Income Tax Act with a demand of INR 217,800,272 for Assessment Year 2023-24. The company disclosed this development under Regulation 30 of SEBI Listing Regulations on 29 April 2026, following receipt of the order on 28 April 2026.

Assessment Order Details

The Assessment Order was issued under Section 143(3) read with Section 144C(3) of the Income-tax Act, 1961, along with a Demand Notice under Section 156 of the Act. The order resulted from scrutiny proceedings conducted by the Income Tax Department's Assessment Unit.

Key Adjustments and Variations

The returned income has been enhanced by INR 48,238,909 primarily due to differences in interpretation of specific transactions. The variations include:

• Withholding tax positions
• Depreciation claims
• Treatment of certain liabilities
• Payments to non-resident associated enterprises
• Transfer pricing adjustments

Demand Computation Issues

MPS Limited has identified several concerns with the demand computation. Despite the company's applicable tax rate being 25.168% under the new tax regime, the demand appears to have been computed using an incorrect tax rate. The total demand has been significantly impacted by:

Company's Response and Action Plan

The company is preparing to challenge the assessment through proper legal channels. MPS Limited plans to file an appeal along with an application for rectification under Section 154 of the Act before the appropriate authorities within prescribed timelines. The rectification application will address the inappropriate tax rate applied on the assessed income as per the Demand Order.

The Assessment Order also records initiation of penalty proceedings under Section 270A of the Act for under-reporting of income, though no penalty order has been passed as of the disclosure date.

Financial Impact Assessment

Based on preliminary assessment, MPS Limited believes it has strong factual grounds regarding the matters raised in the Assessment Order. The company stated that it does not expect any material impact on its financial position, operations, or business activities from this development.

The disclosure was made in compliance with Regulation 30 of SEBI Listing Regulations, with Company Secretary & Compliance Officer Raman Sapra certifying the information as true, correct, and complete.

MPS Limited has submitted annual compliance confirmations to BSE Limited and National Stock Exchange of India Limited on 17 April 2026, affirming adherence to SEBI exemption orders for the financial year ended 31 March 2026. The confirmations relate to two family trusts that hold exemptions under the SEBI Substantial Acquisition of Shares & Takeovers Regulations, 2011.

SEBI Exemption Orders and Compliance Status

Two separate family trusts have maintained compliance with their respective SEBI exemption orders throughout FY26:

Both trusts received exemptions from complying with Regulations 3 and 4 of the Takeover Regulations regarding their proposed acquisition and exercise of voting rights in MPS Limited. The exemptions were granted under Regulation 11(5) of the SEBI Takeover Regulations 2011.

Independent Auditor Certification

As required by the SEBI exemption order conditions, independent auditor certification has been obtained for both trusts. Jain Kapil & Associates, Chartered Accountants (Firm Registration Number: 037228C), issued certificates dated 15 April 2026 confirming complete compliance with the respective SEBI exemption orders.

Regulatory Framework and Documentation

The compliance confirmations were submitted under the powers conferred upon SEBI under Section 19 of the Securities and Exchange Board of India Act, 1992, read with Regulation 11(5) of the Takeover Regulations. The original SEBI exemption orders have been enclosed as supporting documentation.

For NAFT, the relevant condition is specified in Para 5(x) of the exemption order, while for NAFT-2, the requirement falls under Para 4(g)(x). Both conditions mandate annual compliance certification from independent auditors.

Trustee and Reporting Structure

Nishith Arora serves as the trustee for both family trusts and has digitally signed the compliance confirmations. The reports have been filed with:

• BSE Limited and National Stock Exchange of India Limited
• Securities & Exchange Board of India
• MPS Limited

The annual compliance confirmation represents a mandatory regulatory requirement to maintain the exemption status granted by SEBI for the family trusts' holdings in MPS Limited. This ensures continued adherence to the specific conditions outlined in the original exemption orders while maintaining transparency with market regulators and stakeholders.