Amendment to Share Subscription and Shareholders'' Agreement with MPS Interactive Systems Limited, Mr. Rodney Charles Beach and the Company.

Ref: MPSL/SE/51/2026-27 Date: 08 August 2026 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 (East), Phiroze Jeejeebhoy Towers Mumbai - 400 051, India Dalal Street, Mumbai- 400001, India Symbol: MPSLTD Scrip Code: 532440 ISIN: INE943D01017 ISIN: INE943D01017 Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sirs, Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and with reference to our earlier disclosure dated 10 October 2025 regarding the execution of the Share Subscription and Shareholders’ Agreement (“SSSHA”) among MPS Interactive Systems Limited (“MPSi”), a material subsidiary of MPS Limited (“the Company”), Mr. Rodney Charles Beach (“Mr. Beach”) and the Company, pursuant to which Mr. Beach. subscribed to equity shares of MPSi, we wish to inform you that, pursuant to the approval of the Board of Directors of the Company accorded by way of a resolution passed today, i.e., 08 August 2026, the parties have entered into an Amendment to the Share Subscription and Shareholders’ Agreement (“Amendment Agreement”). The Amendment Agreement has been executed to amend certain provisions of the SSSHA to permit the transfer of Mr. Beach's shareholding in MPSi to the Beach Trust, a trust established under the laws of Victoria, Australia, of which Mr. Beach is the sole trustee, sole appointor and sole primary beneficiary. The Amendment Agreement also provides that, upon such transfer and execution of a deed of adherence by the Beach Trust, the Beach Trust shall succeed to the rights and obligations of Mr. Beach under the SSSHA in respect of the transferred shares, subject to the terms and conditions set out therein. The information required to be disclosed under Regulation 30 read with Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026, is enclosed herewith as “Annexure-A”. We request you to kindly take the above information on record. Thanking you, Yours Faithfully, For MPS Limited Raman Sapra Company Secretary and Compliance Officer Encl: As Above www.mpslimited.com Registered Office: Block-B6, 3rd Floor, Gateway Office Parks, No. 16, G.S.T Road, Perungalathur, Chennai, Tambaram, Kanchipuram, Tamil Nadu-600063, Email: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795 Annexure-A Details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated 30 January 2026: S. No. Particulars Details 1. Name(s) of parties with whom The Amendment to the Share Subscription and the agreement is entered. Shareholders' Agreement ("Amendment Agreement") has been entered into amongst MPS Limited ("the Company"), MPS Interactive Systems Limited ("MPSi"), a material subsidiary of the Company, and Mr. Rodney Charles Beach ("Mr. Beach"), to amend certain provisions of the Share Subscription and Shareholders' Agreement dated 10 October 2025. 2. Purpose of entering into the The purpose of the Amendment Agreement is to agreement. amend certain provisions of the Share Subscription and Shareholders' Agreement dated 10 October 2025 to permit the transfer of Mr. Beach's shareholding in MPSi to the Beach Trust, a trust established under the laws of Victoria, Australia, subject to the terms and conditions of the Amendment Agreement. 3. Size of agreement Not Applicable. The Amendment Agreement does not provide for any fresh issuance of shares or involve any monetary consideration. 4. Shareholding, if any, in the The execution of the Amendment Agreement does entity with whom the not result in any change to MPSi's shareholding. The agreement is executed. Amendment Agreement only permits the transfer of Mr. Beach's shareholding to the Beach Trust, subject to fulfilment of the conditions specified therein. 5. Significant terms of the The Amendment Agreement, inter alia, provides agreement (in brief): special that: rights like right to appoint directors, first right to share (i) Mr. Beach may transfer all the equity shares held subscription in case of issuance by him in MPSi to the Beach Trust, a trust of shares, right to restrict any established under the laws of Victoria, Australia, of change in capital structure etc. which Mr. Beach is the sole trustee, sole appointor and sole primary beneficiary, subject to the conditions specified therein; (ii) Upon completion of the permitted transfer and execution of a deed of adherence, the Beach Trust shall become bound by, and entitled to the rights and obligations of, a "Shareholder" under the Share Subscription and Shareholders' Agreement; (iii) Mr. Beach shall continue to remain liable for such obligations under the Share Subscription and Shareholders' Agreement as expressly provided in the Amendment Agreement; and www.mpslimited.com Registered Office: Block-B6, 3rd Floor, Gateway Office Parks, No. 16, G.S.T Road, Perungalathur, Chennai, Tambaram, Kanchipuram, Tamil Nadu-600063, Email: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795 (iv) upon cessation of Mr. Beach's control over the Beach Trust, the transferred shares shall be re- transferred to Mr. Beach under the Share Subscription and Shareholders' Agreement. 6. Whether the said parties are MPSi is a material subsidiary of the Company. Mr. related to promoter/promoter Beach is not related to the promoter or promoter group/ group companies in any group of the Company. manner. If yes, nature of relationship. 7. Whether the transaction would The transaction does not fall within the scope of fall within related party related party transactions. transactions? If yes, whether the same is done at “arm's length”. 8. In case of issuance of shares to Not applicable. The Amendment Agreement does the parties, details of issue not provide for any fresh issuance of shares. price, class of shares issued. 9. In case of loan agreements, Not Applicable details of lender/borrower, nature of the loan, total amount of loan granted/taken, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders / by the borrowers for such loan or in case outstanding loans lent to a party or borrowed from a party become material on a cumulative basis. 10. Any other disclosures related to Not Applicable such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc. 11. In case of termination or a. Name of parties to the agreement: MPS Limited, amendment of agreement, MPS Interactive Systems Limited ("MPSi"), and Mr. listed entity shall disclose Rodney Charles Beach. additional details to the stock exchange(s): b. Nature of agreement: Amendment to the Share Subscription and Shareholders' Agreement dated 10 a. name of parties to the October 2025. agreement; b. nature of the agreement; c. Date of execution of agreement: 08 August c. date of execution of the 2026. agreement; www.mpslimited.com Registered Office: Block-B6, 3rd Floor, Gateway Office Parks, No. 16, G.S.T Road, Perungalathur, Chennai, Tambaram, Kanchipuram, Tamil Nadu-600063, Email: info@mpslimited.com Corporate Identification Number: L22122TN1970PLC005795 d. details of amendment and d. Details of amendment and impact thereof: impact thereof or reasons of The Amendment Agreement amends certain termination and impact thereof. provisions of the Share Subscription and Shareholders' Agreement dated 10 October 2025 to permit the transfer of Mr. Beach's shareholding in MPSi to the Beach Trust, subject to the terms and conditions [Showing first 8,000 characters — download PDF for full document]