SAB Events & Governance Now Media Ltd

To,

The Members,

SAB Events & Governance Now Media Limited

The Board of Directors of your Company hereby presents the 11^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2024.

FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 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 revenue of Rs.201.15/- Lakhs as against Rs.221.11/- Lakhs in the previous Financial Year. However, there is loss before tax of Rs.106.12/- Lakhs as against loss before tax of Rs.98.78/- Lakhs in previous Financial Year. The Loss after tax is of Rs.109.31/- Lakhs as against loss after tax of Rs.98.79/- 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, 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 2023-24.

Further, there is no unpaid or unclaimed dividend pertaining to previous years to be transferred to Investor Education Protection Fund.

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 31,2024, was Rs. 1,103.00 Lakhs.

Further, as on March 31,2024, 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 31,2024 was Rs. 1048.37 Lakhs.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

During the Financial Year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

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 any 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 of 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 31,2024 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 Adhikari, Chairman & Non-Executive Director resigned w.e.f. August 13, 2024 and Mr. Ravi Adhikari appointed as the Chairman 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 31,2024:

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, Mr. Kailasnath Adhikari, Managing Director (DIN: 07009389), of the Company, who is liable to retire by rotation at the ensuing Annual General Meeting (AGM), being eligible,

offers himself for re-appointment. The Board recommends the re-appointment of Mr. Kailasnath Adhikari, as Director of the Company.

Cessation and 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 March 31,2023. He was re-appointed on July 1,2023, as the Managing Director for a period of one year, until June 30, 2024. Recognizing his pivotal role and considering business needs, he was further re-appointed on July 1,2024, for a period of 1 (One) year till June 30, 2025, based on the recommendations of the Nomination & Remuneration Committee ("NRC") and the Board. The Board recommends the appointment of Mr. Kailasnath Adhikari as Managing Director of the Company.

Appointment and Re-appointment of Independent Directors:

The Board of Directors at its meeting held on March 31, 2023, based on the recommendation of NRC, had approved the appointment of Mr. Mariappanadar Soundara Pandian (DIN:07566951) as an Additional Director categorised as Non-Executive and Independent Director of the Company. Further, pursuant to the provisions of Sections 108 and 110 of the Act, Mr. Mariappanadar Soundara Pandian was appointed as an Independent Director of the Company with effect from March 31, 2023, for a term of 5 years upto March 2028, by way of shareholders' approval vide the Postal Ballot Notice dated May 29, 2023.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice forming part of this Annual Report.

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 of 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.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

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 OF 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 February 24, 2024 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 the 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 held on May 24, 2024 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 2023-24 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, operations of the Company and to supervise and control the activities of the Company. During the Financial Year under review, the Board met 5 (Five) 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, 2024, 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- Policy done.pdf.

We affirm that during the Financial Year 2023-24, no employee or director was denied access to the Audit Committee.

ANNUAL RETURN:

The Annual Return in Form MGT-7 as on March 31, 2024, 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.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

The particulars of Loans, Investments, Guarantees and Securities made by the Company, in accordance with the provisions of Section 186 of the Act during the Financial Year 2023-24, has been furnished in the notes to the Financial Statements forming integral part of this Annual Report.

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.

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.

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

As on March 31, 2024, the Company does not have any Subsidiary, Associate or Joint Venture Company and hence preparation of Consolidated Financial Statements and statement containing salient 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. P 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.

Qualifications in Statutory Audit Report:

Following is the managements' reply to the qualifications raised by the Statutory Auditors' in their report for the Financial Year ended March 31,2024:

1. The aggregate carrying value of Goodwill created on account of demerger of the Company in the earlier years as on March 31, 2024 is Rs.141.11 Lakhs. The Company is unable to generate sufficient income from its business and has incurred loss amounting to Rs.108.51 Lakhs for the year ended March 31,2024 and also in previous financial years. There is a strong indication of impairment in the value of Goodwill and therefore we are of the opinion that the impairment testing of Goodwill should be done by the Company. In the absence of working for impairment, we are unable to quantify the amount of impairment provision required as per IND-AS 36 (Impairment of Assets) and its possible effects on the financial statements as on March 31,2024.

Managements' reply:

The Management of the Company does not anticipate any impairment in the value of Goodwill as the Management considers that the Goodwill can be commercially exploited in different ways to generate the revenue. Management estimates that decline in revenue in recent past is temporary in nature which has potential to get regularized in near future. The management is of the opinion that keeping in view their long term business synergy and potential no provision for impairment in the value of goodwill is required to be made as on March 31,2024.

2. The Company has not provided for interest expenses amounting to approximately Rs. 77.45 Lakhs for the year ended March 31,2024 on loans outstanding as on March 31,2024 which is not in line with the requirement of IND-AS 109. Further, no provision for interest amounting to Rs. 48.28 Lakhs on such loans has been made in the books of accounts during the period from October, 2022 to March, 2023. The expenses and current borrowings of the Company for the year ended March 31,2024 are understated to that extent.

Managements' reply:

The documents upon which the Company relies for the purpose of finalisation of accounts doesnt indicate charge of any interest/ penal interest. Accordingly, no provision is made in the Profit and Loss account of the Company.

3. The Company has not accounted the lease transactions as per requirements of Indian Accounting Standard (IND AS-116) which is applicable from April 1,2020. The impact, if any, of such non-compliance of IND-AS 116 on the financials of the Company for the quarter and year ended March 31,2024 is unascertainable.

Managements' reply:

The impact for adoption for IND-AS 116 in the Company's financials statements is not material as the Company has not entered into a long term lease agreement with any lessor. However, the management will assess its impact in next financial year and account for the same, if required, as per IND-AS 116.

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant 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. Shweta Mundra & Associates, Practicing Company Secretaries (COP No.: 15387), as the Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the said Financial Year is appended to this report as "Annexure IV".

During the Financial Year under review, following were the qualifications of the Secretarial Auditors of the Company alongwith the reply of the Management of the Company:

1. Internal Auditors M/s. Bhavesh Vora & Associates have resigned w.e.f. 11.08.2023. However, the Company has appointed new Internal Auditors M/s. N H S & Associates, w.e.f. 09.11.2023. The Company was not having the internal auditor for the aforesaid period under regulation 18(3) LODR and as per Section 138 of the Companies Act 2013.

Management Reply: The Company has appointed new Internal Auditors M/s. N H S & Associates, w.e.f. 09.11.2023.

2. According to Section 203 of Companies Act, 2013, Company's Board must have an MD and/or CEO & As per Regulation 17(1) (a) of SEBI LODR Regulations, 2015. The board of directors shall have an optimum combination of executive and non-executive directors. The Company was not having the Executive Director for the period from 01.04.2023 to 30.06.2023. However, the Board of Directors in their meeting held on June 01,2023, appointed Mr. Kailasnath Adhikari as the Managing Director of the Company w.e.f. July 1,2023, thereby appointing an executive director on the Board. We observed, during the period under review, the Company was required to give the explanation on the appointment of the Executive Director for the period from 01.04.2023 to 30.06.2023 to both the recognized stock exchange(s).

Management Reply: The Board of Directors in their meeting held on June 01,2023, re-appointed Mr. Kailasnath Adhikari as the Managing Director of the Company w.e.f. July 1,2023, thereby appointing an executive director on the Board.

3. The Company has delayed in payment of listing fees to National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) for the financial year under review. The Annual Listing fee paid to NSE and BSE in the month of June 2024 for financial year 2024-25.

Management Reply: The Company has paid annual listing fees to stock exchange for the year 2024-2025. 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. Bhavesh Vora & Associates, Chartered Accountants, Mumbai, (FRN: 0113805W) was appointed as an Internal Auditors of the Company for the Financial Year 2023-24 to check the internal controls and functioning of the activities and recommend ways of improvement. However, M/s. Bhavesh Vora & Associates, Chartered Accountants has resigned as an Internal Auditor of the Company w.e.f August 11, 2023. Thereafter, M/s. N H S & Associates, Chartered Accountants, (FRN: 112429W) was appointed as an Internal Auditors of the Company on November 9, 2023. The Company was not having an internal auditor from August 11,2023 to November 8, 2023.

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 2023-24 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 Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

The details of the complaints' in relation to the Sexual Harassment of Women at Workplace filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual Report.

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

Pursuant to Section 134(3)(m) of the Act read with Rule 8 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:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company are not much energy intensive. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not much energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil.

B. Technology Absorption

a. The efforts made towards technology absorption - the minimum technology required for the business has been absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) - Not Applicable.

d. The expenditure incurred on Research and Development - Not Applicable.

C. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo during the Financial Year in terms of actual outflows.

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 2023-24.

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 2023-24.

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.