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Exhicon Events Media Solutions Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 699.98 Cr. P/BV 4.42 Book Value (Rs.) 122.30
52 Week High/Low (Rs.) 595/241 FV/ML 10/250 P/E(X) 26.93
Bookclosure 20/09/2025 EPS (Rs.) 20.06 Div Yield (%) 0.00
Year End :2025-03 

Your Directors take pleasure in presenting the 15* Annual
Report on the business and operations of your Company
along with the Audited Financial Statements for the year
ended March 31,2025.

FINANCIAL RESULTS:

The key highlights of the Standalone and Consolidated
Audited Financial Statements of your Company for the
financial year ended March 31, 2025 and comparison
with the previous financial year ended March 31,2024 are
summarized below:

Particulars

Standalone

LOnSOilQalCu

For the year

For the year

For the year

For the year

ended March

ended March

ended March 31,

ended March

31,2025

31,2024

2025

31.2024

Revenue from

6,967.17

4,118.88

14,351.22

8,845.89

Operations

Other income

89.48

66.23

298.73

66.23

Total Revenue

7,056.65

4,184.46

14,649.94

8,912.12

Less: Total

5,439.36

3,323.27

11,076.30

7,081.41

expenses

Profit Before Tax

1,617.29

861.18

3,573.64

1,830.71

Less: Tax Expenses

407.04

230.40

548.03

408.13

Profit after Tax

1.210.25

630.78

3,025.61

1,422.57

Basic Earnings per
share of face value
of?10/- each

934

4.87

20.06

10.09

Diluted Earnings
per share of face
value of
f 10/- each

7.24

4.74

15.56

10.09

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review, the Company achieved a
standalone turnover of ?6,967.17 lakhs, compared to
?4,118.88 lakhs in the previous year, representing a
growth of 69.2%. The standalone profit after tax stood at
?1,210.25 lakhs, up from ?630.78 lakhs in the previous
year, marking an increase of 91.9%.

On a consolidated basis, the Group recorded a turnover
of ?14,351.22 lakhs, as against ?8,845.89 lakhs in the
previous year, reflecting a growth of 62.2%. The
consolidated profit after tax was ?3,025.61 lakhs,
compared to f 1,422.57 lakhs in the previous year,
registering a growth of 112.5%

The operating and financial performance of your
Company has been covered in the Management
Discussion and Analysis Report which forms a part of the
Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your Company
for the Financial Year 2024-25 are prepared in accordance
with the provisions of the Companies Act, 2013
{“the Act')
and AS 21 - Consolidated Financial Statements read with
AS 23 - Accounting for Investments in Associates and AS
27 - Financial Reporting of Interests in Joint Ventures, and
SEBI (Listing Obligations Disclosures Requirements)
Regulations, 2015. The Audited Consolidated Financial
Statements form part of the Annual Report.

DIVIDEND:

Pursuant to Regulation 43A of Listing Regulations, your
Company has a well-defined Dividend Distribution Policy
that balances the dual objectives of rewarding
shareholders through dividends whilst also ensuring
availability of sufficient funds for growth of the Company.
The policy is available on the website of the Company and
can be accessed through the following weblink:
https://exhiconevents.in/investors/

Your Directors are pleased to recommend a final
Dividend of ? 0.15/- (Fifteen Paisa Only) per equity share
of face value of Rs. 10/- each (Rupees Ten Only) for the
year ended March 31,2025. The Dividend, subject to the
approval of Members at the Annual General Meeting on
Saturday, September 27, 2025, will be paid within the
time period stipulated under the Companies Act, 2013
(subject to deduction of Tax at source).

The aggregate dividend for the financial year ended
March 31, 2025 will amount to Rs. 0.15/- (Fifty Paisa Only)
per share of Rs. 10/- each (Rupees Ten Only) fully paid-up
equity share (being 1.5%).

RESERVES:

The Board of Directors of your company has decided not
to transfer any amount to the General Reserves account
for the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and date of this report. There
has been no change in the nature of business of the
Company.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business or any
activity of business of the Company during the year
under review.

CHANGE IN REGISTERED OFFICE

During the year under review, the Company has shifted
its registered office from
Office No. 103, Crystal Paradise,
DS Road, OffVeera Desai Road, And heri (W), Mumbai 400053
to Unit No. 134 & 146,1st Floor, AndheriIndustrial Estate,
Plot No. 22, Veera Desai Road, Andheri West, Mumbai -
400053, Maharashtra, India.

CHANGES IN CAPITAL STRUCTURE

Authorised Share Capital:

During the year under review, there has been no change
in the Authorized Share Capital of the Company, further
as on March 31,2025, the Authorised Share Capital of the
Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore
Only) comprises 2,50,00,000 (Two Crore and Fifty Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Paid-up Share Capital:

During the year under review, there has been no change
in the paid-up share capital of the Company further, the
Company has issued and allotted 34,10,000 Warrants
(Equity Convertible) at the price of Rs. 315/- (Rupees
Three Hundred and Fifteen Only) (including premium of
Rs. 305/-) per warrant to the non- promoter respectively.

Furthermore, the Company has not issued any shares
with differential voting rights, has not bought back any
shares, it has neither issued sweat equity shares and
does not have any scheme to fund its employees to
purchase the equity shares of the Company.

DEPOSITS:

Your Company has not accepted/ invited deposits from
the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. During the year, the Company has
not taken any loan from its directors.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining
Material Subsidiaries. The Company does not have any
Material Subsidiary as per the parameters laid down
under the Policy. The Policy is available on the website of
the Company and can be accessed through the following
weblink:
https://exhiconevents.in/investors/

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Subsidiary Companies of your Company continued
to perform in their respective areas as per the plans and
thus contributed robustly to the overall growth of the
Company in terms of revenue and profits of the Company
and overall performance of the Group.

Further, as on March 31, 2025, the Company has total 5
(Five) subsidiaries including two overseas subsidiaries
viz. 1. COPO Digital Services (India) Private Limited, 2.
Digiglobe Advertising & Marketing Private Limited
(Formerly known as Digiglobe Advertising Private Limited), 3.
United Helicharters Private Limited, 4. Maple Heights
Business Center LLC and 5. Green Branch Contracting &
Landscaping LLC.

Pursuant to Section 129(3) of the Companies Act, 2013 a
Statement containing the salient features of the Financial
Statements of the Company’s Subsidiaries, Joint
Ventures, Associate Companies in the specified format
i.e. Form AOC - 1 is annexed as "Annexure I" to this
Report.

BOARD OF DIRECTORS

As on March 31, 2025, the Board of Directors of your
Company comprises of 06 (Six) Directors, of which 03
(Three) are Non-Executive Directors & 03 (Three) are
Executive Directors. The constitution of the Board of the
Company is in accordance with Section 149(6) of the
Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of the Board are as follows:

Name of the Director

Designation

1

03163591

MohammadQuaim Syed

Chairman & Managing Director

2

07668700

Padma Mishra

Whole Time Director

3

09812761

Nisha Quaim Syed

Executive Director

4

03353625

Pechimuthu Udayakumar

Non-Executive and Independent Director

5

09847933

Hussein Ahmad Sayed

Non-Executive and Independent Director

6

09848219

Raminder Singh

Non-Executive and Independent Director

During the year, the Board of Directors of the Company considering the vast knowledge, integrity and varied experience
and proficiency, and on the basis of the written representations received from the Directors, none of the above directors
are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other
Statutory authority for holding office of a Director.

The Managing Director and Whole-Time Director have not received any remuneration or sitting fees from the Subsidiary
Companies.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31,
2025 were as under:

Name of the Key Managerial Person

Designation

Mr. Sushil Dinesh Shah

Chief Financial Officer

Mr. Pranjul Jain

Company Secretary

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 read with the rules made there
under, out of the total Directors, two-third of the Directors
shall retire by rotation every year and if eligible, offer
themselves for re-appointment at the Annual General
meeting.

Mr. Mohammad Quaim Syed, Managing Director of the
Company is liable to retire by rotation and he being
eligible, has offered himself for re-appointment at the
ensuing Annual General Meeting of the Company. The
Board of Directors recommend his re-appointment and
the matter is being placed for seeking approval of
members at the ensuing Annual General Meeting of the
Company. Pursuant to Regulation 36 of the SEBI (Listing
Obligations Disclosures Requirements) Regulations,
2015 read with Secretarial Standards - 2 on General
Meetings, brief details of Mr. Mohammad Quaim Syed
are provided as an Annexure to the Notice convening the
15tfl Annual General Meeting.

DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149, 152 of the
Companies Act, 2013, read with Schedule IV and other
applicable provisions, if any, and the Companies
(Appointment and Qualification of Directors) Rules, 2014,
the Independent Directors are appointed for a term of 5
years and are not liable to retire by rotation.

Further, the Company has received the revised
declarations from the Independent Directors confirming
that they meet with the criteria of Independence as
prescribed under the amended provisions of Regulation
16(1 Kb) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 effective January 01,
2022 and the same has been taken on the records of the
Company in the Board meeting.

There has been no change in the circumstances affecting
their status as Independent Directors of the Company.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company, other than receiving
the Sitting fees, Commission, if any, and reimbursement
of expenses incurred by them for the purpose of
attending meetings of the Board/ Committees of the
Company.

FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations, the Company has
worked out a Familiarisation Programme for the
Independent Directors, with a view to familiarise them
with their role, rights and responsibilities in the
Company, nature of Industry in which the Company
operates, business model of the Company, etc.

Through the Familiarisation Programme, the Company
apprises the Independent Directors about the business
model, corporate strategy, business plans and
operations of the Company. The Directors are also
informed about the financial performance, annual
budgets, internal control system, statutory compliances
etc. They are also familiarised with Company's vision,
core values, ethics and corporate governance practices.

Details of Familiarisation Programme of Independent
Directors with the Company are available on the website
of the Company and can be accessed through the
following weblink:
https://exhiconevents.in/investors/

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015, the Board of Directors
of your Company have carried out Annual Performance
evaluation of:

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for
the Financial Year 2024-25.

The performance of the Board as a whole and of its
Committees was evaluated by the Board through
structured questionnaire which covered various aspects
such as the composition and quality, meetings and
procedures, contribution to Board processes,
effectiveness of the functions allocated, relationship with
management, professional development, adequacy,
appropriateness and timeliness of information etc.
Taking into consideration the responses received from
the Individual Directors to the questionnaire,
performance of the Board and its Committees was
evaluated. The Directors expressed their satisfaction with
the evaluation process.

MEETINGS OF THE BOARD

During the year under review, the Board of Directors met
10 (Ten) times. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013. As a process, the agendas’ along
with notice are sent well in advance or with the
permission of Directors at a shorter notice. The Board is
provided with a detailed background and rationale of the
proposal so as to provide them adequate information to
take an informed decision. The Board also interacts with
senior management and if required with external
consultant in case of clarification Further, the details of
the Meetings of Board of Directors are as follows:

Sc No.

Date of Board Meeting

No. of Director Entitled to attend

1

02.04.2024

6

4

2

24.05.2024

6

4

3

27.06.2024

6

4

4

22.07.2024

6

4

5

03.09.2024

6

4

6

14.11.2024

6

4

7

02.01.2025

6

4

8

23.01.2025

6

4

9

14.02.2025

6

4

10

07.03.2025

6

4

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under
Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration)

Rules, 2014 is available on the website of the Company
and can be accessed through the following weblink:
https://exhiconevents.in/investors/

PARTICULARS OF LOANS. GUARANTEES AND
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 and the rules made thereunder are given in the
respective notes to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
year under review, as stipulated under Regulation 34 of
the (Listing Obligations Disclosures Requirements),
Regulations, 2015 is presented in a separate section and
forms part of the Annual Report of the Company.

CORPORATE GOVERNANCE

Your Company believes in adopting the best practices of
corporate governance as it is the foundation upon which
an organization is built. Keeping in view the above, we
have rolled out robust corporate governance structure
and policies which compliments each other and continue
to steerthe Company through headwinds.

Report on Corporate Governance and a certificate by the
Secretarial Auditors of the Company regarding
compliance with Corporate Governance as stipulated in
Regulation 34 read with Part C of Schedule V of the SEBI
Listing Regulations, are provided in a separate section
and forms part of the Annual Report of the Company.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed
various committees as per provisions of the Act and the
SEBI Listing Regulations. The details with respect to the
composition, powers, roles, terms of reference, etc. of
the committees are given in the Corporate Governance
Report which is presented in a separate section and
forms part of the Annual Report of the Company.

AUDITORS AND REPORTS

Statutory Auditors

M/s. Piyush Kothari & Associates, Chartered Accountants
(FRN: 140711W) was appointed as the Statutory Auditors
of the Company in the Extra Ordinary General Meeting
(“EOGM") held on November 25, 2022 for a term of 5
years, till the conclusion of Annual General Meeting of
the Company to be held in the Financial year 2027-28 on
such remuneration as may be agreed by the Board, in
addition to the reimbursement of service tax and actual
out of pocket expenses incurred in relation with the audit
of accounts of the Company.

The Auditors Report for the Financial Year ended March
31, 2025, does not contain any qualification, reservation
or adverse remark. Further, the Auditors have expressed
an Unmodified Opinion on the Audited Financial
Statements (Standalone and Consolidated) for the
financial year ended March 31,2025.

Pursuant to provisions of the Section 143(12) of the
Companies Act, 2013 the Statutory Auditor of the
Company nor the Secretarial Auditor have reported any
incident of fraud to the Audit or the Risk Committee
during the year under review.

Secretarial Auditor and Secretarial Audit Report
Pursuant to Section 204 read with Section 134(3) of the
Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s. Brajesh Gupta & Co.,
Practicing Company Secretaries, Indore, to undertake
the Secretarial Audit of the Company for the financial
year ended March 31,2025.

The Secretarial Audit Report in Form No. MR-3 is annexed
as Annexure 2' to this report. There is no qualification,
reservation, adverse remark or disclaimer made by the
Secretarial Auditors in their Report.

Further, in accordance with the amendments in
provisions of Regulation 24A of the SEBI Listing
Regulations, the appointment of Secretarial Auditor is
required to be approved by the shareholders, accordingly
Board of Directors at their meeting held on August 29,
2025 based on the recommendation of Audit Committee
approved the appointment of M/s. Pratik Bangade &
Associates, Practicing Company Secretaries, as the
Secretarial Auditors for a period of 5 (five) consecutive
years commencing from financial year 2025-26 till
financial year 2029-30. The proposal forms part of the
notice oftheAGM.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and
the Companies (Accounts) Rules, 2014, M/s. Gupta

Sajankar & Associates, Chartered Accountant, was
appointed by the Board of Directors to undertake the
Internal Audit of the Company for the financial year
ended March 31,2025.

The Company has a robust internal audit system for
assessment of audit findings and its mitigation. The
Internal Audit function covers all the areas such as
policies, processes, internal controls, compliance,
inventory, stock, project specific, corporate accounts,
taxation, etc.

The audit is based on predefined plan as presented and
approved by the Audit Committee. A summary of the
audit observations, along with management actions,
impact etc. is presented to the Audit Committee on a
quarterly basis. The corrective actions are taken by the
management as per defined plan approved by the Audit
Committee. With the systems and practice hereinabove,
we believe that your Company's internal controls are
commensurate with the size and operations of the
business.

INSTANCES OF FRAUD. IF ANY, REPORTED BY THE
STATUTORY AUDITORS:

During the year under review, the Statutory Auditors
have not reported any fraud under Section 143 (12) of the
Companies Act, 2013.

COST AUDIT AND MAINTENANCE OF COST RECORDS

As on March 31, 2025, the provisions related to
maintenance of Cost records as specified by the Central
Government under Section 148 (1) of Companies Act
2013 are not applicable to the Company. Accordingly,
such Cost accounts and the Cost records are not required
to maintained by the Company.

RELATED PARTY TRANSACTIONS

The Board has formulated and adopted a Related Party
Transactions Policy
{“RPT Policy") for the purpose of
identification, monitoring and reporting of related party
transactions. The RPT Policy as approved by the Board is
uploaded on the Company’s website viz.
https://exhiconevents.in/investors/

All the Related Party Transactions entered into during the
financial year were entered in the Ordinary course of
business and at an arm's length basis. There are no
materially significant Related Party Transactions made by
the Company with its Promoters, Directors, Key
Managerial Personnel or other Designated persons
which may have a potential conflict with the interest of
the Company at large.

Further, since there were no material transactions with
the related parties, hence the disclosure was not required
to be reported by the Company in Form AOC-2. The
members may refer to the notes to the financial
statements for further Disclosures.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy
wherein all material risks faced by the Company are
identified and assessed. The Company has formed a Risk
Management Committee which defines the risk
management approach of the Company and includes
collective identification of risks impacting the Company's
business and documents their process of identification,
mitigation and optimisation of such risks. The Risk
Management Policy is available on the website of the
Company and can be accessed through the following
weblink:
https://exhiconevents.in/investors/

NOMINATION AND REMUNERATION POLICY

Your Company recognizes the importance of having a
diverse board and senior management and key
managerial personnel from different backgrounds,
experience and expertise and the value they bring in for
an organizational growth.

Therefore, the Board has formulated Nomination and
Remuneration Policy which provides for standardized
process for selection, identifying attributes and payment
of remuneration to Directors, Key Managerial Personnel
and Senior Management. The brief on the policy of
nomination and remuneration and other matters
provided in Section 178(3) of the Act read with Regulation
19 of the SEBI Listing Regulations have been disclosed in
the Corporate Governance Report, which forms part of
the Annual Report of the Company.

The Nomination and Remuneration Policy is also
available on the website of the Company at
https://exhiconevents.in/229890-2/policies/

INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY

The Company has adequate internal financial controls.
Further, the members of the Audit Committee interact
with the Statutory Auditors and the management in
dealing with matters within its terms of reference. During
the year, such controls were assessed to find out any
weaknesses in them. Services of professional consultants
were obtained to remove such weaknesses wherever
required and ensuring that the internal financial controls
are robust and are operating effectively.

The Company is complying with all the applicable
Accounting Standards (AS). The accounting records are
maintained in accordance with generally accepted
accounting principles in India. This ensures that the
financial statements reflect true and fair financial
position of the Company.

The details of the internal financial control systems and
their adequacy are included in a detailed manner in
Management Discussions and Analysis Report, which
forms part of the Annual Report

CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

During the year under review and in compliance with the
provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the company has spent the requisite
amount as per Schedule VII towards the promotion of
education.

The complete details on the CSR activities in Annual
Report on CSR are annexed as
'Annexure 3’ to the
Boards' Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its future
operations.

INDUSTRIAL RELATIONS

The Company's relations with all its employees remained
cordial and satisfactory during the year under review.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other
details as required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this
Report as
"Annexure 4".

The statement containing names of top ten employees in
terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act
read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is available for inspection and any
Member interested in obtaining a copy of the same may
write to the Company Secretary and Compliance Officer
of the Company.

INSIDER TRADING

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires pre¬
clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in
possession of unpublished price sensitive information in
relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for

implementation of the Code. Further the Directors and all
the designated persons have confirmed that they have
adhere to the code.

STATUTORY DISCLOSURES

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies Act, 2013
read with the Rule 8(3) of The Companies (Accounts)
Rules, 2014 is as follows:

A

CONSERVATION OF ENERGY

0

Steps taken or impact on conservation of
energy

Your Company accords highest priority to energy conservation and is
committed for energy conservation measures including regular review of
energy consumption and effective control on utilisation of energy. The
Company has designed its facilities keeping in view the objective of
minimum energy loss. The Company has taken all steps to conserve
Energy in the work places by educating and training the employees to
conserve energy.

The Company has installed invertor AC in areas which are operating
extended hours. Energy saving LED lights are installed at various
laboratories and collection centres.

Every year, energy audit is conducted at Central Laboratory of the
Company which is carried out by Independent Professional Agency.

ii)

Steps taken by the Company for utilising
alternate sources of energy

The Company being in the service industry does not have any power
generation units and did not produce/gencratc any renewable or
conventional power

iii)

Capital investment on energy
conservation equipment

The Capital investment on energy conservation equipment is
insignificant

B

TECHNOLOGY ABSORPTION

0

Efforts made towards technology
absorption

The Company being in Service Sector has adopted all new technology in
terms of new software and hardware and latest machinery with
automated processes available in the current Techno environment and
commensurate to the size, scale and complexity of its operations.

ii)

Benefits derived from technology
absorption

Technology absorption has helped the Company to provide better and
more accurate service to the Customers.

iii)

Details of Imported technology
(last three years)

- Details of technology imported

Nil

- Year of Import

NA

Whether technology being fully
absorbed

NA

- If not fully absorbed, areas where
absorption has not taken place and
reasons thereof

NA

iv)

Expenditure incurred on Research and
development

Nil

C

FOREIGN EXCHANGE EARNINGS AND OUTGO (in Lakhs)

0

Foreign Exchange inflow

841.99

ii)

Foreign Exchange outflow

209.75

The Company has in place a vigil mechanism as required
under Section 177 of the Companies Act 2013 and the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, for Director and employees to report
their genuine concerns about unethical behaviour, actual
or suspected fraud, or violation of the Company's code of
conduct the details of which are given in the Corporate
Governance Report.

The Policy on Vigil Mechanism and Whistleblower is
available on the website of the Company and can be
accessed through the following weblink:
https://exhiconevents.in/investors/

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

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress
the Compliant received regarding sexual harassment. All
women employees (permanent, temporary, contractual
& trainee) are covered under this policy. The Company
regularly conducts awareness programs. There was no
case of Sexual harassment reported during the year
under review. The detailed description for the same is
given in Corporate Governance Report, forming part of
the Annual Report.

Details of complaints received and redressed during
financial year 2024-25 are as follows:

The number of sexual harassment complaints

NIL

received during the year:

The number of such complaints disposed

NIL

of during the year:

The number of cases pending for a period

NIL

exceeding ninety days:

THE COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT. 1961

The Company affirms that it has duly complied with the
provisions of the Maternity Benefit Act, 1961, including all
amendments thereto. All applicable benefits, leave
entitlements, and facilities as mandated under the Act
have been extended to eligible women employees during
the financial year under review. The Company has
complied with the provisions relating to the Maternity
BenefitAct1961.

All the Shares of your Company are in Dematerialization
mode. The ISIN of the Fully Paid-Up Equity Shares of your
Company is INE008901016.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
ability, confirm that:

A. In preparation of the Annual accounts for the
Year ended March 31,2025; the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;

B. They have selected such accounting policies as
mentioned in the notes to the Financial
Statements and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give true and fair
view of the Statement of Affairs of the Company
as at March 31, 2025 and of the Profit of the
Company for the year ended on that date

C. They have taken proper and sufficient care for
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. They have prepared the Annual accounts on a
going concern basis;

E. They have laid down internal finance controls to
be followed by the Company and such internal
finance controls are adequate and operating
effectively;

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

There was no change in the nature of the
business or any activity of business of your
Company.

Your Company has not accepted/invited deposits
from the public falling within the ambit of Section
73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014 and has not taken any loan
from the Promoter Directors.

There were no proceedings, either filed by your
Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016
as amended, before the National Company Law
Tribunal or other Courts as on March 31,2025.

No significant and material orders were passed
by the Regulators or Courts or Tribunals
impacting the going concern status and the
Company’s operations in the future.

There were no instances where your Company
required the valuation for one time settlement or
while taking the loan from the Banks or Financial
institutions.

The statements in this Report, particularly those which
relate to Management Discussion and Analysis as
explained in a separate Section in this Report, describing
the Company’s objectives, projections, estimates and
expectations may constitute 'forward looking
statements' within the meaning of applicable laws and
regulations. Actual results might differ materially from
those either expressed or implied in the statement
depending on the circumstances.

APPRECIATIONS

Your Directors acknowledge the valuable contribution
of all its employees at all levels in the continuous
growth of the Company and making it a dominant
player in the market.

The Directors would also like to thank the Company's
Joint Venture Partners, Banks and other Stakeholders for
their continued co-operation and support in the
Company's growth and in its operations.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
EXHICON EVENTS MEDIA SOLUTIONS LIMITED

MOHAMMAD QUAIMSYED PADMAMISHRA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN: 03163591 DIN: 07668700

Date: 29.08.2025
Place: Mumbai


 
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