The Board of Directors ("Board") of your company are pleased to present their 21^st Report as a part of
the Annual Report of your Company (“the Company” or “MCEL”), on the business and operations of
the company together with the Audited Financial Statements (Standalone & Consolidated) for the
financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

A summary of standalone & consolidated financial results of the Company for the Financial Year 2024¬
25 and Financial Year 2023-24 are as follows:

2. OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The Company primarily operates in MICE (Meetings, Incentives, Conferences, and Exhibitions)
industry. MCEL has set a high standard in successfully arranging, coordinating and carrying out
formal Meetings, Incentives, Conferences and Events across the globe.

During the financial year 2024 -25, the company’s standalone revenue from operations stood at
^2,35,74,72,771/-, as compared to ?2,37,25,89,449/- in the previous financial year 2023-24. The
consolidated revenue from operations of the company for financial year 2024-25 was
?2,35,74,72,771/- as against ?2,37,25,89,449/- in financial year 2023-24.

A detailed analysis on the Company’s state of affairs and performance is included in the
“Management Discussion & Analysis Report” which forms part of the Annual Report.

3. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

4. DIVIDEND

4.1 DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the top 1,000 listed entities based on market capitalization are required to
formulate a Dividend Distribution Policy. Since MCEL does not fall within the top 1000 listed
entities, the obligation to formulate a Dividend Distribution Policy does not apply to the Company.

4.2 DIVIDEND

For the financial year 2024-25, the Board has recommended a final dividend of ?1.00/- (Rupee One
Only) per equity share having face value of ?10.00 each for the financial year 2024-25. The dividend,
as recommended above, if approved at the AGM by the members, would be paid within thirty days

from the date of declaration of dividend to those Members/Beneficial holders whose names appear
in the Register of Members as on Record date fixed for the said purpose. The total outgo towards
dividend on equity shares amounts to Rs. 210.37 Lakhs.

The Board has recommended dividend based on the parameters laid down in the companies Act
2013.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be
taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested
to refer to Notice of 21^st Annual General Meeting.

5. SHARE CAPITAL

The Share Capital of the Company comprises of Equity Share Capital only.

5.1 AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the company as on March 31, 2025 is ?22,00,00,000/- (Rupee
Twenty-Two Crores only) divided into 2,20,00,000 (Two Crores, Twenty Lakh only) Equity Shares
of ?10 (Rupees Ten Only) each.

5.2 PAID UP SHARE CAPITAL

As on April 01, 2024, the Issued and Subscribed Share Capital of the Company stood at
?18,80,81,000/- (Rupees Eighteen Crore, Eighty Lakhs and Eighty-One Thousand Only) divided into
1,88,08,100 (One Crore, Eighty-Eight Lakh, Eight Thousand and One Hundred Only) equity shares
of face value ?10 each.

During the current year FY 2024-25, the Company had successfully launched its Initial Public Offer
(IPO) comprising of Fresh issue of 22,29,000 Equity Shares with face value of Rs. 10/- each, by our
Company (“Fresh Issue”) and Offer for sale of 33,39,000 Equity Shares with face value of Rs. 10/-
each, by the Selling Shareholders, namely Mr. Amit Bhatia and Mrs. Laveena Bhatia (“Offer for
Sale”). The equity shares of the Company got listed on BSE Ltd on 11^th September, 2024.

Further, during the year, your Company has not issued any:

a. shares with differential rights;

b. sweat equity shares; and

c. preference shares

d. shares or instruments convertible into equity shares

e. stock under any scheme

Consequently, the Paid-up Equity Share Capital as on 31st March, 2025 stands at ?21,03,71,000/-
(Rupees Twenty-One Crores, Three Lakhs, Seventy-One Thousand only), consisting of 2,10,37,100
(Two Crores, Ten Lakhs, Thirty-Seven Thousand and One Hundred Only) equity shares of ?10 each.

6. DEPOSITS

During the Financial Year 2023-24, the Company has not accepted any deposits from public within
the meaning of Section 73 and Section 74 of the Companies Act, 2013, therefore the disclosure
pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the
Company.

7. HOLDING & SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

As on last day of the financial year 2024-25, the Company had only one wholly owned subsidiary,
Mach Conventions and Voyages Private Limited. A statement containing the salient features of
financial statements of Subsidiary Companies of the Company is given in the prescribed Form AOC
- 1 marked as Annexure “1”, which forms a part of Consolidated Financial Statements (CFS) in
compliance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014.

After closure of the year:

On 23^rd May, 2025, the Company signed a Share Subscription and Shareholders' Agreement towards
acquisition of 60% equity stake of the entity “Travexel Events and Travel Private Limited”.

8. MATERIAL CHANGES AND COMMITMENTS

8.1 ALTERATION IN THE COMPANY’S CORPORATE STRUCTURE

During the year under review, the company experienced a major transformation in its corporate
structure. In accordance with the provisions of the Companies Act, 2013 and following the approval
of its members via a special resolution passed at the Extra-Ordinary General Meeting on March 18,
2024, the company transitioned from a Private Limited Company to a Public Limited Company.
Following this, the Company has submitted the required applications and forms, including Form
MGT-14 and Form INC-27 to the Registrar of Companies (ROC). After a thorough review and
verification, the ROC issued a new Certificate of Incorporation (CIN) on June 18, 2024.

The updated Certificate of Incorporation (COI) reflects the company’s new name and its status as a
Public Company. Consequently, the company’s name has been changed from “Mach Conferences
and Events Private Limited” to “Mach Conferences and Events Limited.”

8.2 INITIAL PUBLIC OFFER (IPO)

During the year under review, the company successfully completed its Initial Public Offering (IPO)
comprising of Fresh issue of 22,29,000 Equity Shares with face value of Rs. 10/- each, by our
Company (“Fresh Issue”) and offer for sale of 33,39,000 Equity Shares with face value of Rs. 10/-
each, by the Selling Shareholders, namely Mr. Amit Bhatia and Mrs. Laveena Bhatia (“Offer for
Sale”).

The Issue opened on Wednesday, September 04, 2024 (with a one-day early opening for Anchor
Investors on Tuesday, September 03, 2024) and closed on Friday, September 06, 2024. The basis
of allotment was finalized on Monday, September 09, 2024 and the company’s equity shares were
listed on the SME Platform of the BSE on Wednesday, September 11, 2024, pursuant to the
successful completion of the IPO.

Your directors believe that the listing of the Company would provide the right platform to take its
brand to greater heights, enhance visibility and provide liquidity to the shareholders. The
Company’s IPO received an overwhelming response and was oversubscribed, reflecting an investor
appetite for the issue. The Equity Shares of the Company were listed with a substantial gain from
its offer price. We are gratified and humbled by the trust and faith shown in the Company by the
market participants and all the investors.

Note: Further, in terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed here
and elsewhere in this report, no material changes and commitments that could affect the Company’s
financial position have occurred between the end of the financial year of the Company and date of
this report.

8.3 UNCLAIMED SUSPENSE ACCOUNT/DEMAT SUSPENSE ACCOUNT

As on the last day of F.Y. 2024-25, the Company does not have any shares in unclaimed suspense
demat account.

9. DIRECTORS AND KEY MANAGERIAL PERSONNELS

9.1 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELS

During the year under review, there was no change in Directors and Key Managerial Personnels of
the Company.

9.2 RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of
Association of the Company, Mrs. Laveena Bhatia (DIN: 00351437), Whole-time Director of the
Company, retires by rotation at the forthcoming 21st Annual General Meeting and being eligible
offers herself for re-appointment.

9.3 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Board has received the declaration from all the Independent Directors as per the Section 149(7)
of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the

criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the
Schedules and Rules issued there under, as well as under Listing Regulations.

9.4 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

In accordance with the provisions of Section 173 of the Companies Act, 2013 and the applicable
rules, a total of 14 (fourteen) Board meetings were held during the financial year 2024-25. The Board
Meetings during the year under review were conducted on following dates: -

Details of the attendance of Directors at the Board Meetings for the financial year ended March 31,
2025, are provided below:

*Mr. Amit Bhatia, Chairman and Managing Director of the company, chaired the Board Meetings
held by the Company. Additionally, the Company Secretary and Compliance Officer of the company
served as the Secretary for the meetings.

** Mr. Bhavya Srivastava was unable to attend the Board Meeting held on September 09, 2024 and
Mr. Hemant Koushik was similarly absent from the meeting held on November 12, 2024. The reasons
for their respective absences were duly communicated to the Board, which acknowledged and
granted them formal leave of absence.

9.5 COMMITTEES OF THE BOARD & THEIR MEETINGS

The Board Committees forms an integral part of the company's governance framework and are
constituted to focus on specific areas of oversight, in accordance with the applicable provisions of
the Companies Act, 2013. Each Committee is entrusted with well-defined terms of reference and
operates under the delegated authority of the Board.

The Committees facilitate informed and efficient decision-making on matters requiring focused
attention, thereby supporting the Board in discharging its responsibilities more effectively. The
Chairperson of each Committee apprises the Board of key deliberations and recommendations
arising from Committee meetings.

The Committees also have the discretion to invite external experts, senior management personnel, or
other invitees to provide inputs, as deemed necessary.

The Company has 4 (four) Board-level Statutory Committees, namely:

i. Audit Committee

ii. Nomination & Remuneration Committee (NRC)

iii. Corporate Social Responsibility (CSR) Committee

iv. Stakeholders’ Relationship Committee (SRC)

9.5.1 AUDIT COMMITTEE

The Audit Committee plays a vital role in overseeing the Company’s financial reporting process,
ensuring accuracy, transparency, and compliances. It monitors the work of management, internal
auditors, and statutory auditors, to ensure integrity in financial disclosures. The Committee reviews
internal controls, compliance frameworks, and processes in alignment with applicable laws and
codes of conduct.

The Committee acts as a guardian of corporate governance upholding high standards of ethical
financial reporting and accountability. The statutory auditors are responsible for independently
auditing the financial statements, while the Committee supervises the reporting framework.

COMPOSITION OF AUDIT COMMITTEE AND ATTENDANCE OF MEMBERS

The Audit Committee of the company was constituted on June 21, 2024 and its composition fully
complies with the requirements set forth under Section 177 of the Companies Act, 2013. During the
financial year 2024-25, in accordance with the provisions of Section 177 of the Companies Act,
2013, the Audit Committee meetings were held on the following dates:

• July 05, 2024

• September 06, 2024

• November 12, 2024

• March 08, 2025

The composition of the Committee and the attendance of its members at the meetings are outlined
below:

9.5.2 NOMINATION & REMUNERATION COMMITTEE (NRC)

The purpose of the Nomination and Remuneration Committee (‘NRC’) is to oversee the company’s
nomination process including succession planning for the senior management and the Board. The
NRC assists the Board in identifying, evaluating and reviewing individuals qualified to serve as
Directors (Executive and Non-Executive).

NRC also determines the role and capabilities required for Independent Directors consistent with the
criteria laid down in the Companies Act 2013 and other applicable laws. The NRC and the Board
periodically reviews the succession planning process of the company and is satisfied that the
Company has adequate process for orderly succession of Board Members and Members of the Senior
Management.

The NRC has formulated Nomination, Remuneration and Evaluation Policy for Directors, KMPs
and Senior Management Personnels of the Company and the same is available on Company’s website
at:

https://www.machconferences.com/pdf/investors-relations/policies/Nomination-Remuneration-

and-Evaluation-Policy.pdf

The criteria for making payments to Non-Executive Directors is available on website at:

https://www.machconferences.com/pdf/investors-relations/disclosures/criteria-for-making-

payment-t-non-executive-directors.pdf

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE AND
ATTENDANCE OF MEMBERS

The Nomination & Remuneration Committee of the company was constituted on June 21, 2024 and
its composition fully complies with the requirements set forth under Section 178 of the Companies
Act, 2013. During the financial year 2024-25, in accordance with the provisions of Section 178 of
the Companies Act, 2013, During the financial year 2024-25, a meeting of the Nomination and
Remuneration Committee (NRC) was convened on March 08, 2025.

Details of Composition and attendance in meeting are as follows:

9.5.3 CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The main objective of the CSR Committee to make a policy to lay down guidelines and make CSR
as one of the key business drivers for sustainable development of the environment, society and the
overall development of the global community at large.

The purpose of our Corporate Social Responsibility (‘CSR’) Committee is to formulate and
recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the

initiatives to be undertaken by the company, recommend the amount of expenditure the company
should incur on Corporate Social Responsibility (‘CSR’) activities and to monitor from time to time
the CSR activities and Policy of the Company.

The CSR Committee provides guidance in formulation of CSR strategy and its implementation and
also reviews practices and principles to foster sustainable growth of the Company by creating values
consistent with long-term preservation and enhancement of natural, social, intellectual and human
capital.

The Corporate Social Responsibility (CSR) Policy of the company is available on the website at

https://www.machconferences.com/pdf/investors-relations/policies/Corporate-Social-

Responsibility-Policy.pdf

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
AND ATTENDANCE OF MEMBERS

During the financial year 2024-25, Two (2) meetings of the CSR Committee were held. The first
meeting took place on November 12, 2024, followed by the second meeting on March 08, 2025.

Details of Composition of the Committee and attendance in meeting are as follows:

9.5.4 STAKEHOLDERS’ RELATIONSHIP COMMITTEE (SRC)

The Stakeholders’ Relationship Committee (‘SRC’) considers and resolves the grievances of our
shareholders, including complaints relating to non-receipt of annual report, transfer and transmission
of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings
and such other grievances as may be raised by the security holders from time to time.

The Stakeholders Relationship Committee is empowered to perform the functions of the Board
relating to handling of stakeholders’ queries and grievances. It primarily focuses to:

• Consider and resolve the grievances of shareholders of the Company with respect to transfer &
transmission of shares, non-receipt of annual report, non-receipt of declared dividend, etc.;

• Evaluate performance and service standards of the Registrar and Share Transfer Agent of the
Company;

• Provide guidance and make recommendations to improve investor service levels for the investors;

• Any other matter referred to by the Board of Directors.

COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE (SRC) AND
ATTENDANCE OF MEMBERS

The Stakeholders Relationship Committee of the company was constituted on June 21, 2024 and its
composition fully complies with the requirements set forth under Section 178 of the Companies Act,
2013. During the financial year 2024-25, in accordance with the provisions of Section 178 of the
Companies Act, 2013, During the financial year 2024-25, a meeting of the Stakeholders Relationship
Committee (SRC) was convened on March 08, 2025.

Details of Composition of the Committee and attendance in meeting are as follows'

The details of investor complaints received and resolved during the financial year ended March
31, 2025 are given below: -

9.6 INDEPENDENT DIRECTORS & THEIR MEETING

During the year under review, there were no changes in the composition of Independent Directors
on the Board. No Independent Director resigned from their position, nor was any new appointment
made in this category. The Company continues to have three Non-Executive Independent Directors,
namely:

9.6.1 MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors, the Independent
Directors of the Company are required to hold at least one meeting annually, without the presence
of Non-Independent Directors.

The Independent Directors of the Company convened a meeting on March 08, 2025, under the
Chairmanship of Mr. Hemant Koushik, in the absence of Non-Independent Directors. During the
meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the
Board as a whole, its Committees, and the Chairperson. They also assessed the quality, adequacy,
and timeliness of the flow of information between the Company’s management and the Board.

9.6.2 CODE OF CONDUCT FOR INEPENDENT DIRECTOR

The Company has adopted a Code of Conduct specifically applicable to its Independent Directors.
This Code incorporates the duties and responsibilities of Independent Directors as prescribed under
the Companies Act, 2013.

The Code of Conduct is available on the website at:

https://www.machconferences.com/pdf/investors-relations/disclosures/code-for-independent-

directors-tbr.pdf

9.7 ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

Pursuant to provision of Section 178(2) of the Companies Act, 2013, Nomination and Remuneration
Committee (NRC) of the Board in its meeting held on March 08, 2025 had specified the manner for

effective evaluation of performance of Board, its Committees and individual Directors. Accordingly,
the online link of questionnaires was circulated to the Board Members to receive responses and
evaluate them for actions. Thereafter, on basis of responses, the Chairperson of the Committee, in its
meeting held on May 23, 2025, confirmed that the performance of all directors was satisfactory.

A meeting of Independent Directors was held on March 08, 2025 without the attendance of Non¬
Independent Directors or any member of the Management, for evaluation of performance of Non¬
Independent Directors and Board as a whole and the Chairperson as well as to assess the quality,
quantity & timeliness of information between Company’s management and Board that was necessary
for Board to effectively & reasonably perform their duties. The Chairperson cum Lead Independent
Director of the meeting confirmed that the performance of all Non-Independent Directors and Board
as a whole and the Chairperson was satisfactory.

10. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (“hereinafter referred as NRC”) has put in place the
Nomination, Remuneration and Evaluation Policy for appointment of directors, taking into
consideration qualification and wide experience of the Directors. The remuneration policy of the
Company has been so structured in order to match the market trends of the MICE industry. The
Board in consultation with the NRC decides the remuneration policy for Directors. Remuneration
payable to Directors is determined by the contributions made by the respective Director for the
growth of the Company. The Policy of the Company on Director’s appointment and remuneration,
including criteria as to qualifications, positive attributes, independence of a Director and other
matters as required under Section 178(3) of the Companies Act, 2013, is available on the website of
the Company https://www.machconferences.com/pdf/investors-relations/policies/Nomination-
Remuneration-and-Evaluation-Policy.pdf and is annexed as Annexure “2” forming part of this
Report. We affirm that the remuneration paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge
and ability, confirm in respect of the Audited Annual Accounts for the financial year ended March
31,2025 that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made
Judgements and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit of the
Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for

safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) The Director had prepared the annual accounts on going concern basis;

e) The Director had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

f) The Director had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

12. INFORMATION ABOUT RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with
related parties were on an arm’s length basis and in the ordinary course of business and approved by
the Audit Committee and omnibus approval was obtained where applicable. None of the transactions
with related parties falls under the scope of Section 188(1) of the Act. As the Company does not
have any RPTs to report pursuant to Sections 134(3)(h) and 188 of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.

The policy on Related Party Transactions was amended during the year and the same is available on
the website of the Company at:

https://www.machconferences.com/pdf/investors-relations/policies/Policy-on-dealing-with-elated-

Party-Transaction.pdf.

13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELS AND
PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
attached as Annexure 3 and form a part of this report. The disclosure pertaining to remuneration and
other details, as required under Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of
this Report. However, as per the first proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Report and Financial Statements are being sent to the Members of the Company excluding the
said statement. Any Member interested in obtaining a copy of the said statement may write to the
Company Secretary at compliance@machconferences.com.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has a Vigil Mechanism/Whistle Blower Policy which has been communicated within
the organization to eliminate and help prevent malpractices, to investigate and resolve complaints,
to take appropriate action to safeguard the interests of the Company, to ensure that the whistle-blower
is protected.

The Company has a Vigil Mechanism that provides a formal channel for all its directors and
employees to approach the Chairman of the Audit Committee to make protected disclosures about
any ethical misconduct, actual or suspected fraud or violation of the Code of Conduct. No person is
denied access to the Chairman of the Audit Committee. This vigil mechanism fosters a culture of
trust and transparency among its stakeholders.

The Whistleblower Policies for Directors & Employees encourages Directors, employees, and others
to report any actual or possible violation of any event that he/she becomes aware of that could affect
the business or reputation of the Company. The policy safeguards the whistle-blowers against any
unfair practices, such as retaliation, threats, intimidation, termination, suspension, transfer,
demotion, refusal of promotion or any other disciplinary action.

The Whistle Blower Policy is available on the website of the Company at:
https://www.machconferences.com/pdf/investors-relations/policies/Whistle-Blower-Policy.pdf

15. AUDIT AND AUDITORS

15.1 STATUTORY AUDIT AND AUDITOR

The Members of the Company at the Annual General Meeting held on December 29, 2020,
approved the appointment of M/s. Gulati Sandeep & Co., Chartered Accountants as the Statutory
Auditors of the Company, for a period of 5 Years, pursuant to provisions of Section 139 of the
Companies Act, 2013.

The Auditors’ Report for the financial year ended 31st March, 2025, on the financial statements of
the Company forms part of this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory
Auditors in respect of financial statements for the year ended 31st March, 2025.

15.2 SECRETARIAL AUDIT AND AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors appointed M/s. Dhirender Tripathi & Associates, Practicing Company Secretaries, as the
Secretarial Auditor, to carry out Secretarial Audit of the Company of the Company, for the financial
year 2024-25. The Company has complied with Secretarial Standards-1 and 2 issued by the Institute
of Company Secretaries of India on Meetings of the Board of Directors and General Meetings
respectively.

The Secretarial Audit Report of the Company is annexed to this Report as Annexure “4”. The
Secretarial Audit Report read together with relevant notes thereon are self-explanatory and hence,

do not call for any further comments. The Secretarial Audit Report does not contain any qualification
or adverse remarks.

15.3 COST AUDIT AND AUDITOR

The Company is not required to appoint Cost Auditors pursuant to the provisions of Section 148 of
the Act read with relevant rules notified thereunder.

15.4 INTERNAL AUDIT AND AUDITOR

The Board of Directors of the Company had appointed M/s. S. K. Tanwar & Associates, Chartered
Accountants, as the Internal Auditor of the Company for the financial year 2024-25. Their term
concluded at the end of the said financial year.

16. REPORTING OF FRAUD

During the year under review, neither the Statutory Auditors, Secretarial Auditors nor the Internal
Auditor have reported any instances of fraud committed by the officers or employees of the Company
to the Audit Committee under Section 143(12) of the Companies Act, 2013, that require disclosure
in this Report.

17. RISK MANAGEMENT

The Board of Directors of the company recognizes that effective risk management is a critical
element for achieving sustainable growth and long-term value creation. In the dynamic business
environment in which the company operates, risks—both internal and external—are inherent and
unavoidable. Accordingly, the Board is committed to maintaining a proactive and structured
approach to identifying, assessing, and mitigating key risks that could potentially affect the
Company's operations, financial performance, and reputation and thus in pursuance of the same it
has formulated a Risk Management Policy.

There is no legal requirement for constituting a Risk Management Committee in the Company.
Accordingly, the Board ensures that risk considerations are embedded in all strategic and operational
decision-making processes.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK
PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has zero tolerance for sexual harassment at workplace and has adopted a ‘Prevention
of Sexual Harassment Policy’ in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules, as amended from time
to time, thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The policy on ‘Prevention of Sexual Harassment’ is available on the website of the Company at

https://www.machconferences.com/pdf/investors-relations/policies/Policy-on-Prevention-of-

Sexual-Harassment.pdf.

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE (ICC) OF MACH
CONFERENCES AND EVENTS LIMITED

As on April 01, 2024, the following members were part of Internal Complaints Committee (ICC):

During the year under review, the Internal Complaints Committee (ICC) was reconstituted at the
Board Meeting held on March 08, 2025. The reconstituted committee comprises the following
members:

During the year under review, no complaints were received under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Further, the Company affirms that during the year under review, the Company has complied with the
provisions relating to Internal Complaints Committee.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo etc. are furnished in “Annexure-5” which forms
part of this Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans granted, Guarantees given or Investments made during the year under review which
are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes
to the Financial Statements.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

During the year under review, there were no significant and material orders passed by the regulators
or courts or tribunals which impact the going concern status and the Company’s future operations.

22. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return
of the Company in Form MGT-7 as on 31st March, 2025 can be accessed on the Company’s website
and the web-link to access the same is:

https://www.machconferences.com/investors-relations/annual-returns.html

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As a part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has formed
a CSR Committee. The objective of the Company’s CSR initiatives is to improve the quality of life
of communities through long-term value creation for all stakeholders. The Company has in place a
CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy
is available on the website of the Company at www.machconferences.com. The purpose of our CSR
Committee is to formulate and recommend to the Board, a CSR Policy, which shall indicate the
initiatives to be undertaken by the Company, recommend the amount of expenditure the Company
should incur on CSR activities and to monitor from time to time the CSR activities and policy of the
Company.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies
Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as
amended is annexed herewith as “Annexure-6”.

24. INTERNAL CONTROL SYSTEMS

The Internal Financial Controls (IFC) with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or serious
observation has been received from the Statutory Auditors and the Internal Auditors of the Company
on the inefficiency or inadequacy of such controls.

The Company has established a robust Financial Controls framework that aligns with its operational
size, scale, and complexity. The Board of Directors holds the responsibility for ensuring that the FC
(Financial Controls) is effectively implemented and maintained. This framework has been designed
to provide reasonable assurance regarding the accuracy of financial and operational reporting,
compliance with applicable laws, safeguarding of assets against unauthorized use, proper
authorization of transactions, and adherence to corporate policies.

25. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial
year 2024-25 is presented as a separate section forming an integral part of this Annual Report.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ‘Meetings
of the Board of Directors’ and Secretarial Standard - 2 (SS-2) on ‘General Meeting’ and both the
Secretarial Standards have been approved by the Central Government under Section 118(10) of the
Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the Company to
observe the Secretarial Standards with respect to Board Meeting and General Meeting. The Company
has adopted and followed the set of principles prescribed in the respective Secretarial Standards for
convening and conducting Meetings of Board of Directors, General Meeting and matters related
thereto.

27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceeding is pending against the Company under the Insolvency
and Bankruptcy Code, 2016 during the year under review.

28. MATERNITY BENEFIT

The Company provides maternity benefits in accordance with the provisions of the Maternity Benefit
Act, 1961. In this regard, the Company has a formal Maternity Benefit Policy in place, in line with
the provisions of the Maternity Benefit Act, 1961. The policy ensures eligible female employees
receive paid maternity leave, job protection, and additional support during and after pregnancy. The
policy is designed to support our employees through the important phase of motherhood, ensuring
job security and adequate time for care and recovery.

The company is fully compliant with the Maternity Benefit Act and are committed to providing a
supportive and inclusive work environment.

29. ACKNOWLEDGMENT

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients,
vendors, bankers, Regulatory and Government authorities, Stock Exchanges, business associates and
other stakeholders for their cooperation, encouragement and continued support extended to the
Company. The Board sincerely acknowledges the hard work, dedication and commitment of the
employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf of
MACH CONFERENCES AND EVENTS LIMITED

(Erstwhile known as Mach Conferences and Events Private Limited)

Sd/-

Amit Bhatia
(Chairman & Managing Director)
(DIN:00351412)

Date: August 18, 2025
Place: Noida