To,

The Members,

Mach Conferences & Events Limited

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

A summary of standalone & consolidated financial results of the Company for the Financial Year 202425 and Financial Year 2023-24 are as follows:

(Amount in Rs.)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a. shares with differential rights;

b. sweat equity shares; and

c. preference shares

d. shares or instruments convertible into equity shares

e. stock under any scheme

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

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

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

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

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

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

During the year under review, the company successfully completed its Initial Public Offering (IPO) comprising of Fresh issue of 22,29,000 Equity Shares with face value of Rs. 10/- each, by our Company ("Fresh Issue") and offer for sale of 33,39,000 Equity Shares with face value of Rs. 10/-

each, by the Selling Shareholders, namely Mr. Amit Bhatia and Mrs. Laveena Bhatia ("Offer for Sale").

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

i. Audit Committee

ii. Nomination & Remuneration Committee (NRC)

iii. Corporate Social Responsibility (CSR) Committee

iv. Stakeholders' Relationship Committee (SRC)

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

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

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

• July 05, 2024

• September 06, 2024

• November 12, 2024

• March 08, 2025

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

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

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

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

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

and-Evaluation-Policy.pdf

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

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

payment-t-non-executive-directors.pdf

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

Details of Composition and attendance in meeting are as follows:

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

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

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

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

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

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

Responsibility-Policy.pdf

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Code of Conduct is available on the website at:

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

directors-tbr.pdf

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Party-Transaction.pdf.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sexual-Harassment.pdf.

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

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

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