The Board of Directors of your Company hereby presents the 12^th Annual Report together with the Audited Financial Statements
of the Company for the Financial Year ended on March 31,2025.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except for EPS)

The Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 have been prepared in
accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 ("the
Act") read with relevant rules issued thereunder, IND AS and other accounting principles generally accepted in India.

The comments of the Board of Directors (“the Board”) of the Company on the financial performance of the Company along
with state of Company affairs have been provided under the Management Discussion and Analysis Report which forms part of
this Annual Report.

The figures of previous financial year have been re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm
the current year accounting treatment.

? REVIEW OF OPERATIONS & STATE OF THE COMPANY’S AFFAIRS:

The Company operates in a single segment i.e. Digital Media Websites and MICE.

During the Financial Year under review, your Company could generate total income of Rs. 214.81/- Lakhs as against Rs.
201.15/- Lakhs in the previous Financial Year. However, there is loss before tax of Rs. 73.81/- Lakhs as against loss before tax
of Rs. 106.12/- Lakhs in previous Financial Year. The Loss after tax is of Rs. 73.61/- Lakhs as against loss after tax of Rs. 109.31/-
Lakhs in the previous Financial Year.

Your Directors expect better performance in the coming years to set off the losses of the Company.

The Business Developments and State of Company affairs have been provided under the Management Discussion and
Analysis Report which is appended as ”Annexure-I" to this Report.

? DIVIDEND:

In the event of losses incurred, your directors do not recommend any dividend for the Financial Year 2024-25.

? SHARE CAPITAL:

During the Financial Year under review, there was no change in the Authorized Share Capital of the Company. The

Authorized Share Capital of the Company as on March 31,2025, was Rs. 1,103.00 Lakhs.

Further, as on March 31,2025, there was no change in the paid-up share capital of the Company. The issued, subscribed
and paid-up share capital of the Company as on March 31,2025, was Rs. 1049.37 Lakhs.

? ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK OPTION:

During the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or
otherwise or sweat equity shares and has not granted any stock options.

? CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the Financial Year under review, there was no change in the nature of business.

? TRANSFER TO RESERVES:

During the Financial Year under review, no amount was transferred to Reserves.

? PUBLIC DEPOSIT:

During the Financial Year under review, the Company has not accepted any amount falling within the purview of provisions
of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement
for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.

? DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board as on March 31,2025, comprises of 7 (Seven) Directors out of which 4 (Four) are Independent Directors whereas
2 (Two) are Non-Executive Non-Independent Directors. The composition of the Board of Directors is as follows:

• Mr. Markand Navnitlal Adhikari has resigned w.e.f. August 13, 2024, from the post of Chairman and Director of the
Company

• Mr. Ravi Gautam Adhikari was appointed as the Chairman and Non-Executive Director of the Company w.e.f. August
13,2024

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on
March 31,2025:

Retirement by rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration)
Rules, 2014 and in accordance with the Articles of Association of the Company, Mrs. Latasha Laxman Jadhav, Non¬
Executive Director (DIN: 08141498) of the Company, who is liable to retire by rotation at the ensuing Annual General
Meeting (AGM), being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs.
Latasha Laxman Jadhav as Director of the Company.

Re-Appointment of Managing Director of the Company:

Mr. Kailasnath Adhikari (DIN: 07009389), who joined the Company on February 10, 2016, served as Managing Director until
June 30, 2025. He was further re-appointed on from July 1,2024, as the Managing Director for a period of 1 (one) year,
until June 30, 2025. Recognizing his pivotal role and considering business needs and based on the recommendations of
the Nomination & Remuneration Committee (“NRC”) and the Board he is further re-appointed on July 1,2025, for a period
of 5 (Five) year till June 30, 2030, and approval of shareholders is to be obtained vide Postal Ballot Notice dated July 21,

2025.

Re-appointment of Independent Directors:

The second term of Mr. Shailendra Omprakash Mishra as an Independent Director will be completed on February 09,

2026, and he will not eligible for re-appointment in accordance with the provisions of Section 149(11) of the Companies
Act, 2013.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of Listing
Regulations. There has been no change in the circumstances affecting their status as independent directors of the
Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Remuneration to Non-Executive Directors:

During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for
the purpose of attending meetings of the Board/Committee of the Company.

? DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Act, the Board of Directors, to the best of their knowledge
and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments 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 loss of the Company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have 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 directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

? ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act read with Schedule IV to the Act and the Listing Regulations, the Board of
Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance
evaluation of each Director to be carried out on an annual basis. The criteria devised for performance evaluation of each

Director consists of maintaining confidentiality, maintaining transparency, participation in company meetings, monitoring
compliances, sharing the knowledge and experience for the benefit of the Company.

The Independent Directors met on March 10, 2025, without the presence of other Directors or members of Management.
In the meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole
and Chairman. They assessed the quality, quantity and timeliness of flow of information between Company Management
and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board,
individual Non-Independent Directors and the Chairman.

During the Financial Year under review, the NRC reviewed the performance of all the Executive and Non-Executive
Directors.

A formal performance evaluation was also carried out by the Board of Directors in their meeting held on May 27, 2025,
where the Board made an annual evaluation of its own performance, the performance of directors individually as well as
the evaluation of the working of its various Committees for the Financial Year 2024-25 on the basis of a structured
questionnaire on performance criteria. The Board expressed its satisfaction with the evaluation process.

? MEETINGS OF THE BOARD OF DIRECTORS:

The Board met on various occasions to discuss and decide on affairs and operations of the Company and to supervise
and control the activities of the Company. During the Financial Year under review, the Board met 6 (Six) times. The details of
the Composition of Board Meetings and the attendance of the Directors at the meetings are provided in the Report on
Corporate Governance, forming part of this Report. The intervening gap between the two consecutive Board meetings
did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued
by the Institute of Company Secretaries of India (“ICSI”).

? COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws and statutes, as on March 31,2025, the
Company currently has 3 (Three) committees of the Board viz.:

1. Audit Committee;

2. Nomination & Remuneration Committee; and

3. Stakeholders' Relationship Committee.

The details of the Committees along with their composition, number of meetings held and attendance of the members
are provided in the Corporate Governance Report, forming part of this Annual Report.

? POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, Regulation 19 of the Listing
Regulations, the Company has in place, “Nomination and Remuneration Policy”. The salient features of the said Policy are
stated in the Report on Corporate Governance which forms part of this Annual Report. There has been no change in the
aforesaid policy during the year under review. The Policy is available on the website of the Company. It can be assessed at
http://www.governancenow.com/disclosures

? RISK MANAGEMENT:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment
and management. The policy is devised to identify the possible risks associated with the business of the Company,
assessment of the same at regular intervals and taking appropriate measures and controls to manage, assess, mitigate
and handle them. The key categories of risk covered in the policy are Strategic Risks, Financial Risks, Operational Risks and
such other risks that may potentially affect the working of the Company.

The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to
be taken to control and mitigate the same through a properly defined framework. The risk management policy adopted
by the Company can be accessed on the Company's website at http://www.governancenow.com/disclosures

? WHISTLE BLOWER / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions of Section 177 of the Act
and Regulation 22 of the Listing Regulations. The Policy provides a mechanism for reporting of unethical behavior
and frauds made to the management. The mechanism provides for adequate safeguards against victimization
of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee, in the exceptional cases. The details of the Vigil Mechanism/ Whistle Blower Policy are explained in the
Report on Corporate Governance and are also available on the website of the Company and can be accessed at
http://www.governancenow.com/disclsoure/Whistle-Blower-Policv done.pdf.

on

We affirm that during the Financial Year 2024-25, no employee or director was denied access to the Audit Committee.

V ANNUAL RETURN:

The Annual Return in Form MGT-7 as on March 31, 2025, as required under Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be
accessed at http://www.governancenow.com/annual-returns.

V PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

During the financial year under review 2024-25, details of loans, guarantees, investment or security if any, given by the
Company as per Section 186 are as follows:

The particulars of Loans, Investments, Guarantees and Securities made by the Company, if any in accordance with the
provisions of Section 186 of the Act during the Financial Year 2024-25, has been furnished in the notes to accounts of the
Financial Statements forming integral part of this Annual Report.

V PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's
remuneration are appended to this report as “Annexure II - Part A”.

The statement containing particulars of employees 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) Rule, 2014 is provided in this Report as
“Annexure II - Part B” and forms a part of this report.

V PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts or arrangements entered into by the Company with its related parties during the Financial Year were in
accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements have been
approved by the Audit Committee, as applicable.

No material transactions were entered with the related parties during the Financial Year under review.

Further, the prescribed details of related party transactions in Form AOC-2, in terms of Section 134 of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014 is given in the “Annexure III” to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated “Policy on
Related Party Transactions” and the same can be accessed on the Company's website at
http://www.governancenow.com/disclsoure/Policv%20on%20Related%20Partv%20transaction_SAB%20Events.pdf.

V SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2025, the Company does not have any Subsidiary, Associate or Joint Venture Company and hence
preparation of Consolidated Financial Statements and statement containing silent features of subsidiary and associate in
prescribed Form AOC-1 as per the provisions of Section 129 of the Act is not applicable to the Company.

Further, no Company ceased to be Subsidiary or Associate or Joint Venture Company of the Company during the
Financial Year under review.

In accordance with Section 136 of the Act, the Audited Financial Statements of the Company are available on the
Company's website at http://www.governancenow.com/financial.

? STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors:

On the recommendation of Audit Committee and Board, the Company appointed M/s. R Parikh & Associates, Chartered
Accountants (FRN: 107564W) as Statutory Auditors of the Company for the first term of 5 Years from the conclusion of 10th
Annual General Meeting till the conclusion of the 15th Annual General Meeting of the Company to audit the books of
accounts of the Company from the F.Y. 2023-24 to F.Y. 2027-28.

Further, during the Financial Year under review, the Auditor had not reported any fraud under Section 143(12) of the Act,
therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Directors wish to state that the Statutory Auditors of the Company has given modified opinion on the Standalone
Financial Statements of the Company for the year ended 31st March 2025. The qualification in the Standalone Financial
Statement and management response to the aforesaid qualification is given as under:-

? SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Rursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board had appointed M/s. HRU & Associates, Practicing Company Secretaries
(COR No.: 20259), as the Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2024-25.
The Secretarial Audit Report for the said Financial Year is appended to this report as “Annexure IV”.

? MAINTAINENCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act, the Government has not prescribed maintenance of the cost
records in respect of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records
or cost audit is not applicable to the Company during the year under review.

? INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with rules made thereunder, M/s. NHS & Associates, Chartered Accountants,
Mumbai, (FRN: 112429W) was appointed as an Internal Auditors of the Company vide Meeting held on May 24, 2024 from
the Financial Year 2024-25 till the time he express unwillingness to act as such or the Board decides otherwise.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the
Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of
Directors.

? INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to
maintain the appropriate Standards of Internal Financial Control. The management duly considers and takes appropriate
actions on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee. The details
in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report,
which forms part of this Annual Report.

? PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), as amended from time to time, the
Company has formulated a Code of Conduct for Insiders (“Code of Conduct”) and the “Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information” (“Code of Fair Disclosure”) in lines with the
provisions of PIT Regulations. The aforementioned Codes can be accessed on the website of the Company at the
following web link: http://www.governancenow.com/disclosures

Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in
compliance with the Code from all the designated persons.

? DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Act and rules made thereunder are not
applicable to the Company. Therefore, the Company has neither constituted a Corporate Social Responsibility
Committee nor developed and implemented any policy on Corporate Social Responsibility initiatives.

? REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the following are part of this Annual Report and
are appended to this report:

a. Management Discussion and Analysis Report (Annexure I);

b. Report on Corporate Governance (Annexure V);

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or to act as Director of the Company; and

e. Auditors' Certificate regarding compliance of conditions of Corporate Governance.

? DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company
or will have any bearing on Company's operations in future.

? MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of
the Financial Year 2024-25 to which this financial statement relates and the date of this Annual Report.

? INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and therefore has adopted a “Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace” in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('POSH Act') and the Rules made thereunder. All the
women employees either permanent, temporary or contractual are covered under the said policy. The said policy is
updated internally to all the employees of the Company. An Internal Compliant Committee (ICC) has been set up in
compliance with provision of the said Act.

The details of the complaints' in relation to the Sexual Harassment of Women at the Workplace filed/disposed/pending is
given in the Report on Corporate Governance which is forming part of this Annual Report. The Company has submitted the
Annual Returns to the local authorities, as required under the above-mentioned Act.

? CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details regarding
Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as
follows:

? COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the
ICSI and the Company has complied with all the applicable provisions of the same during the year under review.

? DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the
Financial Year 2024-25.

However, the Board of Directors at its Meeting held on Thursday, August 14, 2025 had, subject to the approval of the
Members, approved the following matters in relation to Initiation of Pre-Packaged Insolvency Resolution Process (PPIRP)
under Section 54C of Insolvency and Bankruptcy Code, 2016:

a. Initiation of the Pre-Packaged Insolvency Resolution Process (PPIRP) under the Insolvency and Bankruptcy Code,
2016, and authorization of a Director to take necessary steps and file the application with the NCLT;

b. Appointment of Mr. Kedar Parshuram Mulye, an Insolvency Professional (IP), having registration number IBBI/IPA-
001/IP-P-01365/2018-2019/12282 to act as the Resolution Professional (RP) in the PPIRP Process and terms and
conditions of appointment of the RP

V DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such valuation has been done during the Financial Year 2024-25.

V MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible women employees during the year.

V NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:

V GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (“MCA”) has undertaken a green initiative in Corporate Governance by allowing paperless
compliances by the Companies and has permitted the service of Annual Reports and documents to the shareholders
through electronic mode subject to certain conditions and the Company can send Annual Reports and other
communications in electronic mode to the members who have registered their email addresses with the Company.

V ACKNOWLEDGEMENT:

The Board of Directors expresses their gratitude for the valuable support and co-operation extended by various
government authorities and stakeholders' including shareholders, banks, financial Institutions, viewers, vendors and
service providers.

The Board also places on record their deep appreciation towards the dedication and commitment of your Company's
employees at all levels and look forward to their continued support in the future as well.

The Directors appreciate and value the contribution made by every member of the SAB Events & Governance Now Media
Limited family.

For and on behalf of the Board of Directors

Ravi Adhikari
Chairman
DIN:02715055

Place: Mumbai
Date: August 14, 2025

1

Ms. Swity Gada, Company Secretary & Compliance Officer of the Company resigned w.e.f. August 16, 2024.

• ¹Ms. Raina Shah, Company Secretary & Compliance Officer of the Company appointed w.e.f. November 14, 2024
and resigned w.e.f. March 31,2025.

• ¹Mr. Siddharth Khandelwal was appointed as Company Secretary & Compliance Officer of the Company w.e.f.
June 28, 2025.