Mach Conferences & Events Ltd

OUR MANAGEMENT

In accordance with the Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 and not more than 15. Our Company currently has 5 (Five) Directors on our Board, out of which 2 (Two) are Executive Directors, 3 (Three) are Independent Directors.

The Following table sets forth the details regarding the Board of Directors of the Company as on the date of filing this Draft Red Herring Prospectus: -

As on the date of the Draft Red Herring Prospectus;

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.

B. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our

Company or our Company are debarred from accessing the capital market by SEBI.

C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority. D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the date of filling of this Draft Red Herring Prospectus.

E. None of Promoters or Directors of our Company are a fugitive economic offender.

F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

G. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

There is no relationship between any of the Directors of our Company except the following:

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of senior management.

None of our directors have entered into any service contracts with our company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. Managing Director and Whole Time Director of our Company are appointed for specific terms and conditions for which formal agreements are executed. However, their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company. Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of employment.

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on June 21, 2024 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of Rs. 200 Crores (Rupees Two Hundred Crores Only).

Amit Bhatia aged 50 years is Promoter cum Chairman & Managing Director of the Company. He has completed his Schooling from CBSE. He is having an experience of more than 20 years in the MICE Industry. He is responsible to control and oversee all business operations, people and ventures.

Laveena Bhatia aged 49 years is Promoter cum Whole Time Director of the Company. She has completed her Graduation in Bachelor of Arts from University of Delhi in the year 1995. She is having an experience of more than 20 years in the MICE Industry. She has been Awarded as Women Leader in the MICE Industry by India Travel Awards North 2023. She is in-charge for planning, organising, and directing the operations of the company. Further, she assumes direct responsibility for strategic planning, nurturing, and building key relationships and a sustainable growth-oriented organization that maximizes value for all its stakeholders.

Bhavya Srivastava, aged 45 years, is Independent Director of our Company. He is a Postgraduate in Political Science, Post Graduate Diploma in Electronic Media and Film Production. He is having an experience of more than 11 years in the Broadcast and Digital Media Industry.

Hemant Koushik, aged 36 years, is Independent Director of our Company. He holds the degree of Chartered Accountant from The Institute of Chartered Accountants of India. He is having an experience of more than 5 Years in the Practice as Chartered Accountant.

Manishkumar Shankarlal Chandak, aged 40 years, is Independent Director of our Company. He holds a degree of Bachelor of Legislative Law (LL. B) from Veer Narmad South Gujarat University. He is having an experience of 12 Years or more in the Practice of Law.

Till date, our Company has not paid any sitting fees to any of the Non-Executive Directors for attending any of the Board or Committee Meetings. Further, The Board of Directors has approved to pay sitting fees to Non-Executive Directors of the company of Rs. 25,000/- for every Board Meetings and 5,000/- for every Committee Meetings.

The shareholding of our directors as on the date of this Draft Red Herring Prospectus is as follows:

All the non-executive directors of the company may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board or Committee if any, as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws.

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the offeror company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations. Executive Director is interested to the extent of remuneration paid to them for services rendered to the company and also payment of interest on unsecured loan and lease rent.

Except as stated under "Annexure V.33 - Related Party Disclosure" under Chapter titled "Restated Financial Information" beginning on page 149 of the Draft Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which our directors are interested directly or indirectly.

There is no change in the board of Directors during the last three years except the following:

In addition to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavors to comply with the good Corporate Governance and accordingly certain exempted regulations have been compiled by our Company. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibilities Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Currently our Board is consisting of 5 (Five) Directors out of which, 2 (Two) are Executive Directors and 3 (Three) are Independent Directors.

Composition of Board of Directors is set forth in the below mentioned table:

Our company has constituted the following Committees of the Board.

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee; and

4. Corporate Social Responsibility Committee

Details of composition, terms of reference etc. of each of the above committees are provided hereunder.

1. Audit Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on June 21, 2024 constituted Audit Committee. The constitution of the Audit Committee is as follows:

Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

The Role of Audit Committee not limited to but includes:-

1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required being included in the Directors Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinion(s)in the draft audit report.

5. Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process.

8. Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the Company, wherever it is necessary. 11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 14. Discussion with internal auditors on any significant findings and follow up thereon.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders

(in case of nonpayment of declared dividends) and creditors.

18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 20. To overview the Vigil Mechanism of the Company and took appropriate actions in case of repeated frivolous complaints against any Director or Employee. 21. Implementation of Indian Accounting Standards as and when they become(s) applicable to the Company.

22. To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders. 24. Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.

2. Management letters/letters of internal control weaknesses issued by the statutory auditors.

3. Internal audit reports relating to internal control weaknesses.

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. Statement of deviations: a) Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b) Annualstatementoffundsutilizedforpurposesotherthanthosestatedintheofferdocument/prospectus/notice in terms of Regulation 32 (7).

1. Investigating any activity within its terms of reference;

2. Seeking information from any employee;

3. Obtaining outside legal or other professional advice; and

4. Securing attendance of outsiders with relevant expertise, if it considers necessary.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Audit Committee, reasons for disagreement shall have to be minuted in the Board Meeting and the same has to be communicated to the shareholders. The chairman of the committee has to attend the Annual General Meetings of our Company to provide clarifications on matters relating to the audit. The Audit Committee is required to meet at least four times in a year. The quorum will be either two members or one third of the members of the Audit Committee whichever is greater, but there should be a minimum of two independent members present.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on June 21, 2024 constituted Stakeholders Relationship Committee. The constitution of the Stakeholders Relationship Committee is as follows:

Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

1. To resolve the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. To review of measures taken for effective exercise of voting rights by shareholders.

3. To review of adherence to the service standards adopted by the company in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. To review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The Stakeholder Relationship Committee is required to meet at least once in a year. The quorum will be either two members or one third of the members of the Stakeholder Relationship Committee whichever is greater. The Managing Director shall be a permanent invitee to the meeting of the company.

3. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on June 21, 2024 constituted Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee is as follows:

Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

1. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees.

2. For every appointment of an independent director, evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

3. To formulate criteria for evaluation of performance of independent directors and the board of directors

4. Ensure that our Company has in place a programme for the effective induction of new directors;

5. Recommend to the Board, the remuneration packages of the Company's Managing/Joint Managing/Deputy

Managing/Whole time / Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

6. Authorized at its duly convened meeting to determine on behalf the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Company's policy on specific remuneration packages for Company's

Managing/Joint Managing/ Deputy Managing/ Whole time/Executive Directors, including pension rights and any compensation payment;

7. Review, on an ongoing basis, the structure of the board, its committees and their inter relationship;

8. Implement, supervise and administer any share or stock option scheme of our Company;

9. Recommend to the board, all remuneration, in whatever form, payable to senior management; and

10. Attend to any other responsibility as may be entrusted by the Board within the terms of reference.

The Nomination and Remuneration Committee is required to meet at least two times in a year. The quorum will be either two members or one third of the members of the Nomination and Remuneration Committee whichever is greater, but there should be a minimum of two independent members present.

4. Corporate Social Responsibility Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 135 of the Companies Act, 2013, as applicable, in its meeting held on March 15, 2024 re-constituted Corporate Social Responsibility Committee. The constitution of the Corporate Social Responsibility Committee is as follows:

Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act, and its terms of reference are as disclosed below:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of the Companies Act, 2013 and rules made thereunder;

2. To recommend the amount of expenditure to be incurred on the CSR activities.

3. To monitor the Corporate Social Responsibility Policy of the company from time to time and implementation of framework of CSR Policy.

4. To carry out any other function as mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

5. The CSR Committee shall arrange to provide all required inputs to undertake CSR activities and shall review all Social initiatives. The CSR committee shall update the Board of Directors on periodically.

The quorum necessary for a meeting of the Corporate Social Responsibility Committee is one third of total members of the Corporate Social Responsibility Committee or 2 members, whichever is higher.

The Management Organization Structure of the company is depicted from the following chart:

The Key Managerial Personnel of our Company other than our Executive Directors are as follows:

The Senior Management Personnel of our Company are as follows:

Currently, Our Company does not have any bonus or profit sharing plan for our Key Managerial personnel and Senior Management. In future, Discretionary bonus may be paid as may be decided by Nomination and Remuneration

Committee/Board of Directors, depending upon the performance of the Key Managerial Personnel and Senior Management, working of the Company and other relevant factors subject to maximum of annual salary within the limits laid down under Para A of Section II of Part II of Schedule V of the Companies Act, 2013.

The following are the changes in the Key Management Personnel or Senior Management other than directors in the last three years preceding the date of filing this Draft Red Herring Prospectus, otherwise than by way of retirement in due course.

As on the date of filing of Draft Red Herring Prospectus, our company does not have any ESOP Scheme for its employees.

There is no Existing relationship between Key Managerial Personnel and Senior Management (other than directors) of the company as on date of filling Draft Red Herring Prospectus.

Except the statutory payments made by our Company, in the last two years, our company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers.

Notes:

? All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees. ? There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel have been recruited.

? None of our Key Managerial Personnel and senior management has been granted any benefits in kind from our Company, other than their remuneration.

? None of our Key Managerial Personnel and senior management has entered into any service contracts with our no benefits are granted upon their termination from employment other that statutory benefits provided by our company and Further, our Company has appointed certain Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary and Compliance officer for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.

Except as disclosed below, none of the Key Managerial Personnel and Senior Management hold any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.

1. Amit Bhatia

2. Laveena Bhatia

For details of the Capital build-up of Promoters in our Company, see chapter titled "Capital Structure" beginning on page no. 58 of this Draft Red Herring Prospectus. The details of our Promoters are as follows:

We declare and confirm that the details of the permanent account numbers, bank account numbers, passport numbers, Aadhar card number and driving license numbers of our Promoters are being submitted along with filing of this Draft Red Herring Prospectus with the Stock Exchange on which the specified securities are proposed to be listed.

There has been no change in control or management of the offeror in last five years.

INTEREST OF OUR PROMOTERS

Our Promoters are interested in the promotion of our Company in their capacity as a shareholder of our Company and having significant control over the management and influencing policy decisions of our Company.

Our Promoters, Directors or Group Companies do not have any interest in any property acquired by our Company except Perks provided by the Company to the Directors in the preceding three years before filing this Draft Red Herring Prospectus. Further, they do not have any interest in any property to be acquired by our Company till the date of this Draft Red Herring Prospectus.

Our Promoters jointly hold 1,80,28,000 Equity Shares aggregating to 95.85% of pre-offer Equity Share Capital in our Company and are therefore interested to the extent of their respective shareholding and the dividend declared, if any, by our Company. Except to the extent of their respective shareholding in our Company and benefits provided to Amit Bhatia, and Laveena Bhatia given in the chapter titled "Our Management" beginning on page 129 of this Draft Red Herring Prospectus, our Promoters hold no other interest in our Company.

Except as stated in "Annexure V.33 Related Party Disclosure" under section "Restated Financial Information" beginning from page. 149 of this Draft Red Herring Prospectus our Promoters / Directors may be deemed to be interested to the extent of compensation, remuneration/ sitting fees to be paid, perquisites to be given, reimbursement of expenses to be made in accordance with their respective terms of appointments and to the extent of their shareholding and benefits, if any, arise on the shareholding, our Promoters do not have any other interest in our business. Further, our Promoters/Directors may be deemed to be interested in the extent of the payments made by our Company, if any, to the Group entities and payment to be made by our Company to the Group Entities. For the payments that are made by our Company to certain Group entities, please refer "Annexure V.33 Related Party Disclosure" under section "Restated Financial Information" beginning from page 149 of this Draft Red Herring Prospectus.

Except as stated in "Annexure V.33 Related Party Disclosure" under section titled "Restated Financial Information" beginning on Page No. 149 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters in the two years preceding the filing of this Draft Red Herring Prospectus. Further, our Company may enter into transaction with or make payment of benefit to the Promoters Directors or Promoters' Group, towards remunerations as decided by

Board of Directors.

Except as stated in the section under section "Related Financial Information" beginning on page 149 of this Draft Red Herring Prospectus, there are no material guarantees given by the Promoters to third parties with respect to specified securities of the Company as on the date of this Draft Red Herring Prospectus.

Our Company and Promoters confirm that they have not been declared as wilful defaulters or Fraudulent Borrowers by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued. Further, our Promoters, Promoters Group or Directors have not been directly or indirectly, debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities. Additionally, our Promoters, Promoters Group or Directors do not have direct or indirect relation with the companies, its Promoters and Whole-time Director, which are compulsorily delisted by any recognized stock exchange or the companies which is debarred from accessing the capital market by the Board. There are no material guarantees given to third parties by the Promoters with respect to Equity shares of the Company. Also, our Promoters or Directors are not a fugitive economic offender. We and our Promoters, Group Entities, and Companies promoted by the Promoters confirm that: ? No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past one year against us; and ? There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs during the past three years. The details of outstanding litigation including its nature and status are disclosed in the section titled "Outstanding Litigation and Material Developments" beginning on Page No. 165 of this Draft Red Herring Prospectus.

Except as mentioned herein, none of our Promoters have disassociated themselves from any Company or LLP during the preceding three years:

Except as disclosed herein, none of our Promoter(s) are related to any of our Company's directors within the meaning of

Section 2 (77) of the Companies Act, 2013.

In addition to our Promoters named above, the following individuals and entities form a part of the Promoters' Group: a. Natural persons who are part of our Individual Promoter Group:

b. Companies related to our Promoter Company: Not Applicable

For further details on our Group Companies refer Chapter titled "Information with respect to Group Companies/Entities" beginning on page no. 182 of this Draft Red Herring Prospectus.