Directors Report of SAB Events & Governance Now Media Ltd.

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except for EPS)

Particulars	For the Year ended March 31,2025	For the Year ended March 31, 2024
Revenue from operations	173.88	176.83
Other income	40.94	24.32
Total Income	214.81	201.15
Profit/(Loss) before finance charges, exceptional items, depreciation & tax	6.03	(21.32)
Less : Finance cost	0.03	4.63
Profit/(Loss) before depreciation & tax	6.01	(25.95)
Less: Depreciation	79.81	80.17
Profit/(Loss) before exceptional items and tax adjustment	(73.81)	(106.12)
Less: exceptional items	-	-
Profit/(Loss) before tax adjustment	(73.81)	(106.12)
Tax Expenses	0.20	3.19
Profit/(Loss) after tax (PAT)	(73.61)	(109.31)
Other Comprehensive income	(T-13)_	0.80
Total Comprehensive Income	(74.74)	(108.51)
Earnings per share (Basic and Diluted)	(0.71)	(1.04)

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

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

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

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

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

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

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

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

? DIVIDEND:

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

? SHARE CAPITAL:

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

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

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

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

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

? CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

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

? TRANSFER TO RESERVES:

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

? PUBLIC DEPOSIT:

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

? DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

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

Sr. No.	Name of the KMP	Designation
1.	Mr. Ravi Gautam Adhikari	Chairman, Non-Executive - Non-Independent Director.
2.	Mr. Kailasnath Adhikari	Managing Director
3.	Mr. Shailendra Omprakash Mishra	Non-Executive - Independent Director
4.	Mr. Mariappanadar Soundarapandian	Non-Executive - Independent Director
5.	Dr. Ganesh Prasad Raut	Non-Executive - Independent Director
6.	Mr. Umakanth Bhyravajoshyulu	Non-Executive - Independent Director
7.	Mrs. Latasha Laxman Jadhav	Non-Executive Non-Independent Director.

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

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

Key Managerial Personnel (KMP):

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

Sr. No.	Name of the KMP	Designation
1.	Mr. Kailasnath Adhikari	Managing Director
2.	Mr. Suresh Satpute	Chief Financial Officer
3.	Ms. Raina Shah1	Company Secretary & Compliance Officer

Retirement by rotation:

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

Re-Appointment of Managing Director of the Company:

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

2025.

Re-appointment of Independent Directors:

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

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

Declaration from Independent Directors:

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

Remuneration to Non-Executive Directors:

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

? DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

b. the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the Financial Year and of the loss of the Company for that period;

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

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

e. the directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

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

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

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

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

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

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

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

? MEETINGS OF THE BOARD OF DIRECTORS:

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

? COMMITTEES OF THE BOARD:

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

1. Audit Committee;

2. Nomination & Remuneration Committee; and

3. Stakeholders'' Relationship Committee.

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

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

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

? RISK MANAGEMENT:

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

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

? WHISTLE BLOWER / VIGIL MECHANISM:

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

on

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

V ANNUAL RETURN:

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

V PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

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

Sr. No.	Particulars	Yes/No
(a)	Whether any loan, guarantee is given by the company or securities of any other body corporate purchased?	No
(b)	Whether the Company falls in the category provided under section 186(11)	No
(c)	Are there any reportable transactions on which section 186 applies? (whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account)	No
(d)	Brief details as to why transaction is not reportable	NA

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

V PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

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

The statement containing particulars of employees as required under section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as
“Annexure II - Part B” and forms a part of this report.

V PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

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

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

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

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

? STATUTORY AUDITORS AND AUDIT REPORT:

Statutory Auditors:

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

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

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

Sr. No.	Auditor''s Qualification	Management''s Reply
1.	Non-impairment of Goodwill: i) The aggregate carrying value of Goodwill created on account of demerger of the Company in earlier years as on March 31,2025 is Rs.62.23 Lakhs. The Company is unable to generate sufficient income from its business and has incurred loss amounting to Rs. 74.74 Lakhs for the year ended March 31, 2025 and 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 31,2025.	The management needs to carry out impairment testing for Goodwill
2.	Non-Provision of Interest on loan: The Company has not provided for interest expenses amounting to approximately Rs.23.93 Lakhs for the year ended March 31,2025 on loans outstanding as on March 31,2025 which is not in line with the requirement of IND-AS 109. The expenses and current borrowings of the Company for the year ended March 31,2025 are understated to that extent. Further, no provision for interest had been made on such loan in the books of accounts from October 2022 to March 2024.	The Documents upon which the Company relies for the purpose of finalization of accounts doesn''t indicate charge of any interest/ penal interest. Accordingly, no provision is made in the Profit and Loss account of the Company.

? SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

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

? MAINTAINENCE OF COST RECORDS:

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

? INTERNAL AUDITOR:

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

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

? INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

? PREVENTION OF INSIDER TRADING:

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

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

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

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

? REPORT ON CORPORATE GOVERNANCE:

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

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

b. Report on Corporate Governance (Annexure V);

c. Declaration on Compliance with Code of Conduct;

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

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

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

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

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

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

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

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

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

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

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

A	CONSERVATION OF ENERGY
I)	Steps taken or impact on conservation of energy	The Company is not engaged in any manufacturing activity. However, the Company is taking steps to conserve energy in the workplaces by educating the employees to conserve energy and not waste energy.
ii)	Steps taken by the Company for utilizing	No specific steps are taken for using alternate sources of energy.
	alternate sources of energy	However, all efforts are being taken to save the energy.
iii)	Capital investment on energy conservation equipment	Nil

B	TECHNOLOGY ABSORPTION
i)	Efforts made towards technology absorption	None
ii)	Benefits derived from technology absorption	None
iii)	Details of Imported technology (last three years) - Details of technology imported - Year of import - Whether technology being fully absorbed - If not fully absorbed, areas where absorption has not taken place and reasons thereof	N.A.
iv)	Expenditure incurred on Research and development	Nil

C	FOREIGN EXCHANGE EARNINGS AND OUTGO
I)	Foreign Exchange inflow	Nil
ii)	Foreign Exchange outflow	Nil

? COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

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

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

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

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

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

V MATERNITY BENEFIT:

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

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

Female	4
Male	7
Transgender	0

V GREEN INITIATIVE IN CORPORATE GOVERNANCE:

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

V ACKNOWLEDGEMENT:

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

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

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

For and on behalf of the Board of Directors

Ravi Adhikari
Chairman
DIN:02715055

Place: Mumbai
Date: August 14, 2025

1

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

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

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

---

Mar 31, 2024

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:

(Rs. in Lakhs except for EPS)

Particulars	For the Year ended March 31,2024	For the Year ended March 31, 2023
Revenue from operations	176.83	200.99
Other income	24.32	20.13
Profit/(Loss) before finance charges, exceptional items, depreciation & tax	201.15	221.11
Less : Finance cost	4.63	27.42
Profit/(Loss) before depreciation & tax	(25.95)	(18.52)
Less: Depreciation	80.17	80.26
Profit/(Loss) before exceptional items and tax adjustment	(106.12)	(98.78)
Less: exceptional items	-	-
Profit/(Loss) before tax adjustment	(106.12)	(98.78)
Tax Expenses	3.19	0.01
Profit/(Loss) after tax (PAT)	(109.31)	(98.79)
Other Comprehensive income	0.80	0.25
Total Comprehensive Income	(108.51)	(98.53)
Earnings per share (Basic and Diluted)	(1.04)	(0.94)

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:

Sr. No.	Name of the KMP	Designation
1.	Mr. Markand Nanitlal Adhikari	Chairman & Non-Executive Director
2.	Mr. Kailasnath Adhikari	Executive Director, Managing Director
3.	Mr. Shailendra Omprakash Mishra	Independent Director
4.	Mr. Mariappanadar Soundarapandian	Independent Director
5.	Mr. Ganesh Prasad Raut	Independent Director
6.	Mr. Umakanth Bhyravajoshyulu	Independent Director
7.	Mrs. Latasha Laxman Jadhav	Non-Executive Director

* 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:

Sr. No.	Name of the KMP	Designation
1.	Mr. Kailasnath Adhikari	Managing Director
2.	Mr. Suresh Satpute	Chief Financial Officer
3.	Mrs. Swity Ganatra (formerly known as Mrs. Swity Gada)	Company Secretary & Compliance Officer

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.

(figures in Rs.)

Particulars	March 31, 2024	March 31,2023
Foreign Exchange Earnings	-	10987.03
Foreign Exchange Outgo	-	-

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.

For and on behalf of the Board of Directors
Mr. Kailasnath Adhikari Mrs. Latasha Jadhav

Place: Mumbai Managing Director Director

Date: August 13, 2024 DIN: 07009389 DIN: 08141498

---

Mar 31, 2016

The Directors are pleased to present the 3^rd Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended as on 31^st March, 2016.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars	Year ended 31st March, 2016
Total Revenue from business	149.03
Earnings before Finance charges, Depreciation and Tax	20.57
Less: Finance charge	0.26
Earnings before Depreciation and Tax (EBDTA)	20.31
Less: Depreciation	18.29
Earnings / (Loss) before Tax Adjustments (EBTA)	2.01
Tax Expenses	(3.05)
Profit / (Loss) After Tax (PAT)	5.06
Amount carried to reserves	5.06

The Company was incorporated on 21^st March, 2014. It has not carried out any commercial transactions during the previous year ended 31^st March 2015. Hence, the Statement of Profit and Loss for the same period was not prepared.

The Company has not carried out any business activities till closure of business hours on 14^th January, 2016. Pursuant to a Composite Scheme of Amalgamation and Arrangement, the “Publication Business undertaking” of Sri Adhikari Brothers Television Network Limited was transferred and vested into the Company with effect from 15^th January, 2016 i.e. demerger appointed date. Hence, the Statement of Profit and Loss prepared for the year ended 31^st March, 2016 reflects the financials of the “Publication Business” from 15^th January, 2016 to 31^st March, 2016.

The comments of the Board of Directors on the financial performance have been provided under the Management Discussion and Analysis which forms part of the 3^rd Annual Report.

UPDATE ON THE COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT:

During the year under review, the Hon''ble High Court of Judicature at Bombay had, vide its order dated dated 21^st November, 2015 sanctioned the Composite Scheme of Amalgamation and Arrangement between Maiboli Broadcasting Private Limited (MBPL) and Sri Adhikari Brothers Assets Holding Private Limited (SAB Assets) and Sri Adhikari Brothers Television Network Limited (SABTNL) and UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting Services Private Limited (HHP) and MPCR Broadcasting Service Limited (MPCR) and TV Vision Limited (TVL) and SAB Events & Governance Now Media Limited (SAB Events) (Formerly known as ''Marvick Entertainment Private Limited'') and their respective shareholders (“Scheme”) under Section 391 to 394 of the Companies Act, 1956 read with Section 78, Section 100 to 103 of the Companies Act, 1956 and Section 52 and other relevant provisions of the Companies Act, 2013 (“the Act”). In accordance with the Scheme, the Publication Business Undertaking of SABTNL was transferred to the Company so as to become the properties and assets of the Company with effect from the Demerger Appointed date i.e. 15^th January, 2016.

Upon the Scheme coming into effect, the Board of directors at their meeting held on 30^th March, 2016 allotted 10,483,711 Equity Shares of Rs. 10/- each, in the ratio of 3 (Three) fully paid-up equity shares of face value of Rs. 10/- each of the Company for every 10 (Ten) fully paid up equity share of face value of Rs. 10/- each held in SABTNL, and 10,000 Non-cumulative Non-Convertible Redeemable Shares of face value of Rs. 10/- each, on proportionate basis, to the preference shareholders of SABTNL respectively whose name appear in the Register of Members as on the Record date i.e. 23^rd March, 2016.

The Equity Shares issued by the Company to the shareholders of the SABTNL are in the process of being listed on BSE Limited and National Stock Exchange of India Limited. The Company has received In-principle approval from BSE Limited on 17^th August, 2016 and from National Stock Exchange of India Limited on 28^th July, 2016. The Preference Shares issued as stated above are not listed or admitted to trading on the Stock Exchanges.

DIVIDEND:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

CONVERSION OF STATUS OF THE COMPANY:

During the financial year under review, the status of the Company was changed from “Private Limited” to “Public Limited” in compliance with the provisions of the Act. The fresh Certificate of Incorporation giving effect to the same was issued by the Registrar of Companies, Mumbai, Maharashtra on 7^th January, 2016.

SHARE CAPITAL:

Authorized Share Capital:

The Authorised Share Capital of the Company is Rs. 11,03,00,000/- comprising of Rs.10,99,00,000 /- divided into 1,09,90,000 Equity Shares of Rs.10/- each and Rs.4,00,000/- divided into 40,000 Non-cumulative Non-Convertible Redeemable Shares of Rs.10/-.

Issued, Subscribed and Paid up capital:

During the year under review, to meet the minimum paid up Capital requirement for conversion into a Public Limited Company, 40,000 Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs.10/- each were allotted on 24^th December, 2015 and subsequently the same had been redeemed on 30^th March, 2016. Further, in terms of the Scheme, 1,04,83,711 equity shares of Rs.10/- each aggregating to Rs.1,04,837,110/- and 10,000 (Ten Thousand) 0.01% Non-cumulative Non-Convertible Redeemable Preference Shares of Rs.10/- aggregating to Rs.1,00,000/- were allotted to the equity and preference shareholders of SABTNL respectively on 30^th March, 2016 and consequently the existing Share Capital of the Company held by the promoters stand cancelled.

Accordingly as on 31^st March, 2016, the issued, subscribed and paid up capital of the Company was Rs.10,49,37,110/comprising of 1,04,83,711 Equity Shares of Rs.10/- each aggregating to Rs.10,48,37,110/- and 10,000 (Ten Thousand) 0.01% Non-Convertible Non- Cumulative Redeemable Preference Shares of Rs.10/- each aggregating to Rs.1,00,000/-.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provisions of Section 152 of the Act read with the Rules made there under and the Articles of Association of the Company, Mr. Markand Adhikari (DIN: 00032016) Director of the Company, retires by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible, offers himself for re-appointment.

Mr. Shailendra Mishra and Mrs. Sandhya Malhotra were appointed as Additional (Independent) Directors of the Company for a period of 5 (Five) years w.e.f 10^th February, 2016, subject to approval of shareholders at the ensuing AGM.

Mr. Kailasnath Adhikari was appointed as Additional Director of the Company and also designated as Managing Director for a period of three years w.e.f. 10^th February, 2016, subject to approval of the shareholders at the ensuing AGM.

The Company has received declaration from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed Section 149(6) of the Act and under Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”).

The Company has received Notices along with requisite deposit from Member(s) of the Company under Section 160 of the Act proposing the candidature of the aforesaid appointees for the office of Director(s) of the Company.

As stipulated under the Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, brief resume of the Directors proposed to be appointed/re-appointed is given in the Notice convening 3^rd AGM.

Your Board recommends the appointment/re-appointment of Directors aforesaid.

Mr. Gautam Adhikari resigned from the Directorship of the Company w.e.f. 30^th March, 2016. Mrs. Kalindi Jani was appointed as the Additional Director w.e.f. 19^th October, 2015 subject to the approval of the members and designated as Director on 21^st October, 2015. She resigned from the Directorship of the Company w.e.f. 30^th March, 2016. The Board expresses its appreciation for their valuable guidance as Directors of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, Mrs. Payal Garg, was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 10^th February, 2016 and Mr. Suresh Satpute, was appointed as a Chief Financial Officer of the Company w.e.f. 1^st April, 2016.

MEETINGS OF THE BOARD:

The Board meets at regular interval to discuss and review the business operations. During the year under review, the Board met 13 (Thirteen) times. The details of the Meeting of Board of Directors and their attendance at the Meetings are provided in the Report on Corporate Governance.

COMMITTEES OF THE BOARD:

On 10^th February, 2016, the Board of the Company constituted the Committees in accordance with the provisions of the Act and currently there are 3 (Three) Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The composition of the Committee(s) is detailed below:

Sr. No.	Name of Director	Audit Committee	Nomination and Remuneration Committee	Stakeholders’ Relationship Committee
1.	Mrs. Sandhya Malhotra	Chairperson	Member	Chairperson
2.	Mr. Shailendra Mishra	Member	Chairman	Member
3.	Mr. Kailasnath Adhikari	Member	Chairman	Member
4.	Mr. Markand Adhikari	-	Member	-

Details of the Committees with respect to their terms of reference, Meetings and attendance at the Meetings held during the year, are provided in the Report on Corporate Governance, forming part of this Annual Report.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

RISK AND AREAS OF CONCERN:

In accordance with the provisions of Regulation 21 of the Listing Regulations, the Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and Management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risk that may potentially affect the working of the Company.

The risk management framework is supported by the Board of Directors, Management and the Audit Committee. The Board and the Audit Committee periodically review the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

WHISTLE BLOWER POLICY / 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 Listing Regulations. The Policy provides a mechanism for reporting of unethical behavior and frauds 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 Policy are explained in the Report on Corporate Governance and also available on the website of the Company at http://www.governancenow.com/disclsoure/Whistle%20Blower%20Policy_%20Done.pdf

We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of the Section 92(3) of the Companies Act, 2013 and the Rules framed there under, an Extract of Annual Return in the prescribed Form MGT 9 is appended to this Report as “Annexure I”.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial Statements.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with 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 is appended to this report as “Annexure II - Part A”.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Other information as required under said provisions is appended to this report as “Annexure II - Part B”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013:

All the related party transactions were in the ordinary course of the business on arm''s length basis and are reported in the Notes to the Financial Statements. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable. During the financial year under review, the Company did not enter into any material transactions with related parties.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Company''s website at http://www.governancenow.com/disclsoure/RPT Policy.pdf

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The Company does not have any Subsidiary, Associate or Joint Venture.

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 bearing on Company''s operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act on Corporate Social Responsibility is not applicable to the Company. However, the Company voluntarily adopts different measures / initiatives to contribute to the society in the possible way in the larger interest of the society.

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 2015-16 to which this financial statements relate and the date of this report, except the updates related to the Scheme of Amalgamation mentioned in this report.

STATUTORY AUDITORS:

M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, (FRN: 110324W) were appointed as Statutory Auditors of the Company at the 1^st AGM held on 24^th September, 2014 for a term of five consecutive years. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors of the Company, and there appointment is within the limits prescribed under Section 139 of the Act and they satisfy the criteria as provided under Section 141 of the said Act.

On recommendation of the Audit Committee, the Board recommends the ratification of appointment of M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company and to audit Financial Statements for the financial year 2016-17 and to fix their remuneration.

INTERNAL FINANCIAL CONTROL:

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 evaluates the Internal Financial Control Systems and strives to maintain the Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE:

The Company is in the process of listing its Equity Shares with the Stock Exchanges i.e. BSE Ltd. and National Stock Exchange of India Ltd. However, the Company has proactively adopted the principles of Corporate Governance as provided under Listing Regulations.

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis

-Report on Corporate Governance

-Auditors'' Certificate regarding compliance of conditions of Corporate Governance

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 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 and the Rules there under. There was no complaint reported on sexual harassment during the year under review.

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 energy intensive. However, 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 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 technology required for the business has been absorbed as and when required.

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 - Nil

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134(3)(c) of the Act, the Board of Directors, state 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. they 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 profit of the Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

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

ACKNOWLEDGMENT:

The Board of Directors express 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 place 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.

For and on behalf of the Board of Directors

Place: Mumbai Markand Adhikari Kailasnath Adhikari

Date: 22^nd August, 2016 Chairman Managing Director

DIN: 00032016 DIN: 07009389

---

Mar 31, 2015

DIRECTORS REPORT

To,

The Members,

SAB Events & Governance Now Media Private Limited

(Formerly known as Marwick Entertainment private limited)

The Director present the 2^nd Annual Report together with Audited Financial Statements for the financial year ended 31^st March,2015.

Financial RESULTS & REVIEW OF OPERATIONS

The company has not carried out commercial transactions during the period under review Hence statement of profit & loss is not prepared.

DIVIDEND

The company has not carried out commercial transactions during the period under review hence no dividend is commended for the year under review.

SHARE CAPITAL

There was no change in share capital of the company during the financial year 2014-15.

CHANGE IN THE NAME OF THE COMPANY AND NATURE OF BUSINESS IF ANY,

The Board of Directors of the company have approved the composite scheme of Amalgamation and Arrangement between maiboli Board casting private limited (MBPL) and sri Adhikari Brothers Assets Holding private limited (SAB Assets) and Sri Adhikari Brothers Television NETWORK Limited (SABTNL)and UBJ Board casting private Limited (UBJ) and HHP Board casting services private Limited (HHP) and MPCR Board casting service private Limited (MPCR) and TV Vision Limited (TVL) and the company and their respective shareholders (the scheme).

Pursuant to the scheme in the post demerger scenario the publication business of SAB Assets will be transferred to the company hence the name of the company was changed from marvick Entertainment private limited to SAB EVENTS & GOVERNANCE NOW MEDIA PRIVATE LIMITED w,e,f. 23^rd January,2015 The new name would signify the proposed business activities and main objects of the company subsequent to the effect of said scheme.

The was no change in the nature of business during the financial year under review.

PUBLIC DEPOSITS.

During the year under review the company has not accepted any deposits within the meaning of section 73 and 76 of the companies Act,2013 read with companies (Acceptance of Deposits) Rules,2014.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FIANCIAL 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 2014-2015 to which this financial statements relate and the date of this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company does not have any subsidiary Associate or Joint Venture company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I

MEETING OF THE BOARD

The Board meets at regular intervals to discuss and review the business operations During the year under review the Board met 6 (six) times The Intervening gap between the two consecutive meetings as within the period prescribed under the companies Act,2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)© of the companies Act,2013 the Board of Directors to the best of their knowledge and ability state that.

1. In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures if any.
2. They have selected such accounting policies and applicable 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.
3. They 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 irregularities.
4. They have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s A.R.Sodha & Co., Chartered Accountants Mumbai,(FRN:110323W) were appointed as statutory Auditors of the company at the previous Annual General Meeting held on 24^th September,2014 for a term of five consecutive years As, per the provisions of section 139 of the companies Act, 2013 the appointment of Auditors is required to be ratified by members at every Annual General Meeting.

Your Directors recommend the ratification by confirming the appointment of M/s A.R. Sodha & Co., Chartered Accountants Mumbai as statutory Auditors of the company and to fix the remuneration for the financial year ended 31^st March,2016.

PARTICULARS OF LOANS GUARANTEEES OR INVESTMENTS:

During the year under review the company had not given any loan / guarantees or made any investments or provided any security under section 186 of the companies Act,2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All the related party transactions were in the ordinary course of the business and on arm’s length basis and are reported in the Notes to the Financial statement Accordingly the disclose of related party Transactions as required under section 134(3) of the companies Act,2013 in form AOC-2 is not applicable During the financial year under review the company did not enter into any material related party transaction with related parties.

EXPLANATION OR COMMENTS ON QUALIFCATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT.

No adverse remark/comments/observations are made by the statutory Auditors in their report.

DETAILS OF POLICY DEVELOPMENT AND INPLEMENTED BY THE COMPANY ON ITS CORPORATES SOCIAL RESPONSIBILITY INITIATIVES.

The provisions relating to corporate social Responsibility under section 135 of the companies Act,2013 and rules made there under are not applicable to the company therefore the company has not development and implemented any corporate social Responsibility initiatives.

PARTICULARS OF EMPLOYEES:

During the year under review the company did not have any employees therefore provisions of section 197 of the companies Act,2013 and Rules 5 (2) and 5 (3) of companies (Appointment and Remuneration of Managerial personnel)Rules,2014 with respect to receipt of remuneration by the employees exceeding the prescribed limits is not applicable to the company.

COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT:

The Board of Directors at its meeting held on 28^th August.2014 approved the composite scheme of Amalgamations and Arrangement between maiboli Broadcasting private Limited (MBPL) and Sri Adhikari Brothers Assets Holding private Limited (SAB)Assets) and Sri Adhikari Brothers Television Network Limited (SABNTL) and UBJ Boarding private limited (UBJ) and HHP Broadcasting service private Limited (HHP) and MPCR Broadcasting service Limited (MPCR) and TV Vision Limited (TVL) and SAB Events & Governance Now Media Private Limited (SAB) Formerly known as Marvick Entertainment private Limited and their respective shareholders (scheme) under section 391 to 394 of the companies Act, 1956 read with section 78,section 100 to 103 of the companies Act,1956 and section 52 and relevant provisions of the companies Act,2013.

Upon the scheme coming into effect and in consideration for the transfer and vesting of the SABTNL’s Publication business undertaking in the company the company shall without any further application or deed issue and allot shares credited as fully paid up to the extent indicated below to the members of the SABTNL whose name appears in the register of members of the SABTNL as on the Demerger Record Date in the following manner:

“3 fully paid Equity shares of face value Rs,10 each in the company for every 10 fully paid equity shares of face value of Rs,10/- held in SABTNL”

10,000 FULLY PAID Redeemable preference shares of Rs, 10 each of the company would be issued to the preference shareholders of SABTNL on proportionate basis.

However in case of any fraction arising to preference shareholder the same would stand ignored.

On the scheme becoming effective and upon allotment of Equity shares the issued subscribed and paid up Equity share capital of the company of Rs, 1,00,000 divided into 10,000 Equity shares of Rs,10/- each of the company shall stand cancelled held by the existing shareholders in the company the cancelled of the pe-demerger share capital shall result in a mirror image of the shareholding pattern in the second Resulting company as it stands for the second Demerged company.

Further the preference shares issued by SABTNL would also stand cancelled to an extent of 10,000 preference shares of Rs,10/- each held by the preference shareholders on a proportionate basis.

The proposed restructuring will not cause any prejudice to the creditors of the company since it does not involve any financial outlay/ outgo on the part of the company the reduction of capital does not involve either the diminution of any liability in respect of unpaid capital or the company was approved by the Equity shareholders at the Extra Ordinary General Meeting of the company by pausing a special resolution required in terms of section 100 of the companies Act,1956.

The company scheme petition was admitted by the Hon,ble High court on 7^th August ,2015 and the final hearing is scheduled to be held on 25^th September,2015 Hence the impact of the above mentioned scheme has not been given in the financial statements for the year ended 31^st March,2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARING AND OUTGO:

Pursuant to section 134(3)(m) of the companies Act,2013 read with Rule 8 of the companies (Account) Rules 2014 details regarding conservation of Energy Technology Observations 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 company has not carried out commercial transactions during the period under review However company shall implement prudent practices for saving electricity and other energy resources in day-to-day activities on commencement of operations

b. Steps taken by the company for utilizing alternate sources of energy As the company has not undertaken any utilizing alternate sources of energy-as the company has not undertaken any activities absorbing any energy the company shall explore alternative sources of energy as and when necessity arises.

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

B. Technology Absorption.

a. The efforts made towards technology absorption- not applicable since commercial transactions are not yet commenced by the company

b. The benefits derived like product improvement cost reduction product development or import substitution –Not applicable.

STATEMENT CONSERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board is of the view that the risk elements are minimal and shall not prove to be a threat for the company’s existence there is no formal risk management policy however the company undertakes adequate measures for risk assessment and minimization.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COAMPNY’S OPERATIONS IN FUTURE.

There was no significant or material order passed by any regulator or court or tribunal against the company which impacts the going concern status of the company or will have bearing on company’s operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FIANNCIAL STAREMENTS:

The provisions of section 134(3) and Rules made there under are not applicable to the company therefore the company is not required to adopt any formal internal control system.

ACKNOWLEDGEMENT:

The Board of Directors express their gratitude and also place on record their deep appreciation towards the support and co-operation received by company during the period under review.

For and on behalf of the Board of Directors of

SAB Events & Governance Now Media private Limited.

Place: Mumbai Mark and Adhikari Gautam Adhikari

Date: 21^st August,2015 Director Director

DIN:00032016 DIN:00026444