Exhicon Events Media Solutions Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your directors take pleasure in presenting the 16^th Annual Report on the business and operations of your Company along
with the Audited Financial Statements for the year ended March 31,2026.

1. FINANCIAL RESULTS:

The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the financial
year ended March 31,2026 and comparison with the previous financial year ended March 31,2025 are summarized below:

(? in Lakhs)

2. OPERATIONAL PERFORMANCE & FUTURE
OUTLOOK:

During the year under review, the Company achieved a
standalone turnover of ^8,530.18 lakhs, compared to
^6,967.17 lakhs in the previous year, representing a
growth of 22.44%. The standalone profit after tax stood
at ^1,562.72 lakhs, up from ^1,210.25 lakhs in the
previous year, marking an increase of 29.12%.

On a consolidated basis, the Group recorded a turnover
of ^20,270.05 lakhs, as against ^14,351.22 lakhs in the
previous year, reflecting a growth of 41.2%. The
consolidated profit after tax was ^4,524.44 lakhs,
compared to ^3,025.63 lakhs in the previous year,

registering a growth of 49.54%.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your
Company for the Financial Year 2025-26 are prepared in
accordance with the provisions of the Companies Act,
2013 (“the Act”) and AS 21 - Consolidated Financial
Statements read with AS 23 - Accounting for
Investments in Associates and AS 27 - Financial

Financial Reporting of Interests in Joint Ventures, and
SEBI (Listing Obligations Disclosures Requirements)
Regulations, 2015. The Audited Consolidated Financial
Statements form part of the Annual Report.

3. DIVIDEND

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

In order to strengthen the financial position of the
Company and retain internal accruals for future growth,
the Board of Directors has decided not to recommend
any dividend for the financial year under review.

4. RESERVES:

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

5. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE COMPANY

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

Company.

6. CHANGE IN NATURE OF BUSINESS

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

7. CHANGE IN REGISTERED OFFICE

During the year under review, the Company shifted its
Registered Office from Unit No. 134 & 146, 1st Floor,
Andheri Industrial Estate, Plot No. 22, Veera Desai
Road, Andheri West, Mumbai - 400053, Maharashtra,
India to S. No. 65/4, Gaikwad Wasti, Haveli,
Mundhawa (N.V.), Pune - 411036, Maharashtra, India.

8. CHANGES IN CAPITAL STRUCTURE
Authorised Share Capital:

During the year under review, there has been no change
in the Authorized Share Capital of the Company.

Paid-up Share Capital:

During the financial year under review, the Company
allotted Equity Shares pursuant to the conversion of
Share Warrants into Equity Shares, in accordance with
the terms and conditions of the respective warrant issue
and the applicable provisions of the Companies Act,
2013 and the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as applicable.

Consequent to the above allotments, the paid-up share
capital of the Company increased to ^14,76,65,000,
divided into 1,47,66,500 equity shares of ?10 each.

Furthermore, the Company has not issued any shares
with differential voting rights, has not bought back any
shares, it has neither issued sweat equity shares.

During the year under review, the shareholder approved
the implementation of the Exhicon Events Media
Solutions Limited Employee Stock Option Scheme, 2025
(ESOP 2025) for granting stock options to eligible
employees of the Company and its Subsidiary
Company(ies) and/or Associate Company(ies), in
compliance with the applicable provisions of the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

Disclosure pursuant to Regulation 14 read with Part F of
schedule I of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 is annexed as
“Annexure V” to this Report.

9. DEPOSITS:

During the financial year under review, the Company has
not accepted or invited any deposits from the public
within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.Further, the Company has not availed any
loan or financial assistance from its directors during the
year under review.

10. MATERIAL SUBSIDIARY

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

11. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

Further, as on March 31,2026, the Company has total 4
(Four) subsidiaries including two overseas subsidiaries
viz. 1. United Helicharters Private Limited, 2. Exhicon
Global Development Private Limited 3. Maple Heights
Business Center LLC and; 4. Green Branch Contracting &
Landscaping LLC.

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

Available on the website of the Company and can be
accessed through the following weblink:
https://exhiconevents.in/

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

The Managing Director and Whole-Time Director have

not received any remuneration or sitting fees from the
Subsidiary Companies.

During the year, Mr. Anil Kumar Mehta was appointed as a
Director of the Company with effect from 29 August
2025.

Further, Mrs. Nisha Quaim Syed resigned from the
position of Director of the Company.

13. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2026
were as under:

14. DIRECTORS RETIRING BY ROTATION

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

Ms. Padma Mishra, Whole-Time Director of the
Company is liable to retire by rotation and she being
eligible, has offered herself for re-appointment at the
ensuing Annual General Meeting of the Company. The
Board of Directors recommend her re-appointment and
the matter is being placed for seeking approval of
members at the ensuing Annual General Meeting of the
Company. Pursuant to Regulation 36 of the SEBI (Listing
Obligations Disclosures Requirements) Regulations,
2015 read with Secretarial Standards - 2 on General
Meetings, brief details of Ms. Padma Mishra are provided
as an Annexure to the Notice convening the 16^th Annual
General Meeting.

15. DECLARATION OF INDEPENDENCE

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

Further, the Company has received the revised

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

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

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

16. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

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

Through the Familiarisation Programme, the Company
apprises the Independent Directors about the business
operations of the Company.

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

Details of Familiarisation Programme of Independent
Directors with the Company are available on the website
of the Company and can be accessed through the
following

weblink: https://exhiconevents.in/code-of-conduct/

17. PERFORMANCE EVALUATION OF THE BOARD

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

Annual Performance evaluation of:

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for
the Financial Year 2025-26.

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

The maximum time gap between two Board Meetings
was not more than the time limit as prescribed under the
provisions of The Companies Act, 2013.

19 . ANNUAL RETURN

The Annual Return in Form MGT-7 as required under
Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration)
Rules, 2014 is available on the website of the Company
and can be accessed through the following
weblink: https://exhicongroup.com/investors/

20. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

21. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

22. CORPORATE GOVERNANCE

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

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

23. COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed
various committees as per provisions of the Act and the
SEBI Listing Regulations. The details with respect to the
composition, powers, roles, terms of reference, etc. of
the committees are given in the Corporate Governance

24. AUDITORS AND REPORTS
Statutory Auditors

M/s. Bilimoria Mehta & Co., Chartered Accountants
(Firm Registration No. 101490W), was appointed as the
Statutory Auditors of the Company at the Extra-Ordinary
General Meeting held on July 31,2026, to fill the casual
vacancy arising from the resignation of M/s. Piyush
Kothari & Associates, Chartered Accountants (Firm
Registration No. 140711W), until the conclusion of the
ensuing Annual General Meeting, on such remuneration
as may be agreed by the Board. in addition to the
reimbursement of service tax and actual out of pocket
expenses incurred in relation with the audit of accounts
of the Company.Further, the Board of Directors, based
on the recommendation of the Audit Committee,
proposes the re-appointment of M/s. Bilimoria Mehta &
Co., Chartered Accountants (Firm Registration No.
101490W), as the Statutory Auditors of the Company for
a further term of five consecutive years, from the
conclusion of the ensuing Annual General Meeting until
the conclusion of the Annual General Meeting to be held
in the financial year 2031-32, subject to the approval of
the Members of the Company.

The Auditors Report for the Financial Year ended March
31,2026, does not contain any qualification, reservation
or adverse remark. Further, the Auditors have expressed
an Unmodified Opinion on the Audited Financial
Statements (Standalone and Consolidated) for the
financial year ended March 31,2026.

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

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 read with Section 134(3) of the
Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors, their meeting held on August 29,
2025 based on the recommendation of Audit Committee
approved the appointment of M/s. Pratik Bangade

The Board of Directors of your Company have formed
various committees as per provisions of the Act and the
SEBI Listing Regulations. The details with respect to the
composition, powers, roles, terms of reference, etc.

of the committees are given in the Corporate Governance
Report which is presented in a separate section and
forms part of the Annual Report of the Company.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and
the Companies (Accounts) Rules, 2014, M/s. Jhs &
Associates Llp, (FRN:133288W/W100099), was
appointed by the Board of Directors, their meeting held
on March 18, 2026 based on the recommendation of
Audit Committee to undertake the Internal Audit of the
Company for the Financial Year 2025- 2026 and Financial
Year 2026-2027 at such remuneration as may be
recommended by the audit committee and approved by
the Board of Directors of the Company in consultation
with the Internal Auditor.

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

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

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

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

26. COST AUDIT AND MAINTENANCE OF COST
RECORDS

As on March 31, 2026, the provisions related to

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

27. RELATED PARTY TRANSACTIONS

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

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

Designated persons which may have a potential conflict
with the interest of the Company at large.

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

28. RISK MANAGEMENT POLICY

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

weblink: https://exhicongroup.com/investors/

29. NOMINATION AND REMUNERATION POLICY

Your Company recognizes the importance of having a
diverse board and senior management

and key managerial personnel from different
backgrounds, experience and expertise and the value
they bring in for an organizational growth.

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

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

30. INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY

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

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

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

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

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

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

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

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

33. INDUSTRIAL RELATIONS

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

34. PARTICULARS OF EMPLOYEES

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

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

35. INSIDER TRADING

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

37. VIGIL MECHANISM/ WHISTLEBLOWER

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

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

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

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress
the Complaints received regarding sexual harassment.
All women employees (permanent, temporary,
contractual & trainee) are covered under this policy. The

Company regularly conducts awareness programs.
There was no case of Sexual harassment reported during
the year under review. The detailed description for the
same is given in Corporate Governance Report, forming
part of the Annual Report.

Details of complaints received and redressed during
financial year 2025-26 are as follows:

The number of sexual harassment complaints received
during the year: NIL

The number of such complaints disposed of during the
year: NIL

The number of cases pending for a period exceeding
ninety days: NIL

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

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

41. COMPLIANCE WITH SECRETARIAL STANDARDS

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

42. DIRECTORS'' RESPONSIBILITY STATEMENT

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

A. In the preparation of the Annual Accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

B. They have selected such accounting policies as
mentioned in the notes to the Financial Statements and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give
true and fair view of the Statement of Affairs of the
Company as at March 31, 2026 and of the Profit of the
Company for the year ended on that date

C. They have taken proper and sufficient care for
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

D. They have prepared the Annual accounts on a going
concern basis;

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

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

43. OTHER DISCLOSURES

• There was no change in the nature of the business or any

activity of business of your Company.

• Your Company has not accepted/invited deposits from the

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

• There were no proceedings, either filed by your Company or

against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended, before the National
Company Law Tribunal or other Courts as on March 31,
2026.

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

• There were no instances where your Company required the

valuation for one time settlement or while taking the loan
from the Banks or Financial institutions.

44. CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate
to Management Discussion and Analysis as explained in a
separate Section in this Report, describing the Company''s
objectives, projections, estimates and expectations may
constitute ''forward looking statements'' within the meaning of
applicable laws and regulations. Actual results may differ
materially from those expressed or implied in such
statements due to various risks, uncertainties and other
factors.

45. APPRECIATIONS

Your directors acknowledge the valuable contribution of all its
employees at all levels in the continuous growth of the
Company and supporting the continued growth and
development of the Company.

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

EXHICON EVENTS MEDIA SOLUTIONS LIMITEDQUAIM MOHAMMAD SYED PADMA MISHRAMANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN:03163591 DIN: 07668700

Date: 25.08.2026
Place: Pune

Your Directors take pleasure in presenting the 14^th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2024.

FINANCIAL RESULTS:

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

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review, the Company''s has achieved the standalone turnover of Rs. 4184.45 Lakhs, compared to ? 3823.84 Lakhs in the previous year, reflecting an increase of 8.49% and the standalone profit after tax is Rs. 630.78 Lakhs compared to Rs. 577.86 Lakhs in the previous year, reflecting an increase of 9.16%.

The Group''s has achieved the consolidated turnover of Rs. 8912.12 Lakhs, compared to Rs. 5987.87 Lakhs in the previous year, reflecting a significant increase of 48.84% and the consolidated profit after tax is Rs. 1442.57 Lakhs compared to Rs. 916.06 Lakhs in the previous year, reflecting a significant increase of 55.29%.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your Company for the Financial Year 2023-24 are prepared in accordance with the provisions of the Companies Act, 2013 (“the Act”) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Ind AS 31 - Interests in Joint Ventures, and SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015. The Audited Consolidated Financial Statements form part of the Annual Report.

DIVIDEND:

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

Your Directors are pleased to recommend a final Dividend of ? 1/- (Rupees One Only) per equity share of face value of Rs. 10/- each (Rupees Ten Only) for the year ended March 31,2024. The Dividend, subject to the approval of Members at the Annual General Meeting on Saturday, September 28, 2024, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

The aggregate dividend for the financial year ended March 31 2024 will amount to Rs. 1/- (Rupees One Only) per share of Rs. 10/- each (Rupees Ten Only) fully paid-up equity share (being 10%).

RESERVES:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

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

CHANGE IN NATURE OF BUSINESS

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

CHANGE IN REGISTERD OFFICE

During the year under review, there is no change/ shifting of registered Office. However subsequent to the closing of Financial Year the Company has shifted its registered office from Office No. 103, Crystal Paradise, DS Road, Off Veera Desai Road, Andheri (W), Mumbai 400053to Unit No. 134 & 146,1st Floor, Andheri Industrial Estate, Plot No. 22, Veera Desai Road, Andheri West, Mumbai - 400053, Maharashtra, India.

INITIAL PUBLIC OFFERING:

During the year under review, your Company successfully completed the initial public offering of its equity shares (“IPO”) by way of issue of 33,00,000 (Thirty-Three Lakhs) Equity Shares of face value of Rs. 10/-(Rupees Ten Only) each of the Company, for cash at a price of Rs. 64/- (Rupees Sixty-Four Only) per equity share.

The IPO opened on March 31, 2023 and closed on April 05, 2023. The IPO received an overwhelming response from all categories of investors and was subscribed by 2.88 times.

Post allotment in the IPO, the equity shares of your Company got listed and commenced trading on the BSE Limited (SME Platform) on April 17, 2023.

Pursuant to listing of equity shares on stock exchanges, your Company enjoys the benefit of enhanced brand name and creation of public market for the equity shares of the Company.

CHANGES IN CAPITAL STRUCTURE

Authorised Share Capital:

During the year under review, the Company in its Extra Ordinary General Meeting held on December 15, 2023 has increased its authorised share capital to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) comprises 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Further as on March 31,2024, the authorised share capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) comprises 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten Only) each.

Paid-up Share Capital:

During the year under review, the paid-up share capital of the Company has been increased to Rs. 12,96,25,000/- (Rupees Twelve Crore Ninety-Six Lakhs and Twenty-Five Thousand Only) consisting of 1,29,62,500 (One Crore Twenty-Nine Lakhs Sixty-Two Thousand and Five Hundred) Equity Shares of Rs. 10/- each (Rupees Ten Only) as on March 31,2024.

Further, the Company has issued and allotted 3,40,000 Warrants (Equity Convertible) at the price of Rs. 295/- (Rupees Two Hundred and Ninety-Five Only) (including premium of Rs. 285/-) per warrant to the promoter, promoter group and non- promoter respectively.

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

ALTERATION IN MEMORANDUM OF ASSOCIATION

During the year under review, the members of the Company in its Extra Ordinary General Meeting held on December 15, 2023 has approved the alteration in the Clause V i.e., Authorised Share Capital Clause of the Memorandum of Association as:

“The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each.”

DEPOSITS:

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

MATERIAL SUBSIDIARY

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

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

As on March 31,2024, the Company has total 3 subsidiaries including one overseas subsidiary viz. COPO Digital Services (India) Private Limited, Digiglobe Advertising Private Limited and Maple Heights Business Center LLC.

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

Further during the year under review and till the date of this report the companies has made following investments/acquisitions:

As on March 31,2024, the Board of Directors of your Company comprises of 06 (Six) Directors, of which 03 (Three) are Non-Executive Directors & 03 (Three) are Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board are as follows:

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

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

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 were as under:

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

Ms. Padma Mishra, Whole Time Director of the Company is liable to retire by rotation and She being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting of the Company. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards - 2 on General Meetings, brief details of Ms. Padma Mishra are provided as an Annexure to the Notice convening the 14^th Annual General Meeting.

DECLARATION OF INDEPENDENCE

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

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

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

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

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

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

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

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

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for the Financial Year 2023-24.

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

MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 09 (Nine) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. As a process, the agendas'' along with notice are sent well in advance or with the permission of Directors at a shorter notice. The Board is provided with a detailed background and rationale of the proposal so as to provide them adequate information to take an informed decision. The Board also interacts with senior management and if required with external consultant in case of clarification Further, the details of the Meetings of Board of Directors are as follows:

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

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

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

COMMITTEES OF THE BOARD

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

AUDITORS AND REPORTSStatutory Auditors

M/s. Piyush Kothari & Associates, Chartered Accountants (FRN: 140711W) was appointed as the Statutory Auditors of the Company in the Extra Ordinary General Meeting held on November 25, 2022 for a term of 5 years, till the conclusion of Annual General Meeting of the Company to be held in the Financial year 202728 on such remuneration as may be agreed by the Board, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.

The Auditors Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further, the Auditors have expressed an Unmodified Opinion on the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024.

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

Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 read with Section 134(3) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Brajesh Gupta & Co., Practising Company Secretaries, Indore, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024.

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

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Gupta Sajankar & Associates, Chartered Accountant, was appointed by the Board of Directors to conduct internal audit reviews of the Company.

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

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

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

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

COST AUDIT AND MAINTENANCE OF COST RECORDS

As on March 31, 2024, the provisions related to maintenance of Cost records as specified by the Central Government under Section 148 (1) of Companies Act, 2013 are not applicable to the Company. Accordingly, such Cost accounts and the Cost records are not required to maintained by the Company.

RELATED PARTY TRANSACTIONS

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

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

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

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

NOMINATION AND REMUNERATION POLICY

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

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

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

PARTICULARS OF EMPLOYEES

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

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

INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

STATUTORY DISCLOSURES

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

VIGIL MECHANISM/ WHISTLE BLOWER

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

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

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace, the details of which are given in the Corporate Governance Report. During the year, there were no complaints were received. _

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the Fully Paid-Up Equity Shares of your Company is INE0O8901016.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

A. In preparation of the Annual accounts for the year ended March 31,2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date

C. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. They have prepared the Annual accounts on a going concern basis;

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

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

OTHER DISCLOSURES

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

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

• There were no proceedings, either filed by your Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31,2024.

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

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

CAUTIONARY STATEMENT

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

APPRECIATIONS

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

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

The Directors take pleasure in presenting the 13th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL RESULTS:

The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended March 31, 2023 and comparison with the previous financial year ended March 31, 2022 are summarized below:

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review, the Standalone income of the Company increased to ? 3720.35 Lakhs compared to ?4635.11 Lakhs in the previous year. The Standalone profit after tax for the year increased to ? 577.873Lakhs as compared to ? 261.518 Lakhs in the previous year.

During the year under review, the Consolidated income of the Group increased to ?5884.38 Lakhs compared to ?101,003.22 Lakhs in the previous year. The Consolidated profit after tax for the group increased to ?916.06 Lakhs as compared to ?431.03 Lakhs in the previous year.

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

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated financial statements of your Company for the Financial Year 2022-2023 are prepared in accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Ind AS 31 -Interests in Joint Ventures, and SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015. The Audited Consolidated Financial Statements form part of the Annual Report.

INITIAL PUBLIC OFFERING:

Your Directors are pleased to inform that, subsequent to the year under review, your Company completed the initial public offering of its equity shares ("IPO") by way of issue of 33,00,000 equity shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company, for cash at a price of Rs. 64/- (Rupees Sixty-Five Only) per equity share.

RESERVES:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

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

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of the Company.

CHANGE IN REGISTERD OFFICE

During the year under review, the Board of Directors of the Company in its meeting held on December 12, 2022 has approved shifted of its registered office form Office N° Ser-196/ CTS - 1962/ Hissa-9, Chikuwadi, Marve Road, Malad (W), Mumbai - 400095, Maharashtra to 103, Crystal Paradise, DS Road, off Veera Desai Road, Andheri (W) Mumbai - 400053, Maharashtra.

CHANGES IN CAPITAL STRUCTURE

Authorised Share Capital:

During the year under review, the Company in its extra ordinary general

meeting held on October 04, 2022 has increased its authorised share capital to Rs. 12,00,00,000/- (Rupees Twelve Crore Only) comprises 1,20,00,000 (One Crore and Twenty Lakhs) equity Shares of Rs. 10/-(Rupees Ten Only) each.

Further as on March 31, 2023, the authorised share capital of the Company is Rs. 12,00,00,000/- (Rupees Twelve Crore Only) comprises 1,20,00,000 (One Crore and Twenty Lakhs) equity Shares of Rs. 10/- (Rupees Ten Only) each.

Paid-up Share Capital:

During the year under review, the paid-up share capital of the Company has been increased to Rs. 8,57,55,000/- (Rupees Eight Crore Fifty-Seven Lakhs and Fifty-Five Thousand Only) consisting of 85,75,500 (Eighty-Five Lakhs Seventy-Five Thousand and Five Hundred Only) equity shares of Rs. 10/- each (Rupees Ten Only) as on March 31, 2023.

Further as on March 31, 2023, following are the details of allotments:

Further subsequent to the year under review, pursuant to initial public offering of its equity shares ("IPO"), the company has allotted 33,00,000 (Thirty-Three Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten Only) each, for a cash at a price of Rs. 64/- (Rupees Sixty-Five Only) per equity share.

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

ALTERATION IN MEMORANDUM

During the year under review, the members of the company in its extra ordinary general meeting held on December 12, 2022 has approved the alteration in the sub clause (2) after sub clause (1) of clause III (A) of the Memorandum of Association as:

"To carry on business of manufacturers, processors, producers, makers, importers, exporters, buyers, sellers, suppliers, stockists, agents, merchants, distributors and dealers in basic patent drugs, drug intermediates, fine chemicals, or all kinds of drugs and medicines, mixtures, powders, tablets, capsules, injections, patent drugs and compounds, tonics, lotions, hair drugs, bath salts, creams, skin preparations, lipsticks, rouges, make-ups, deodorants and all kinds of pharmaceuticals, ayurvedic and medical preparations and all other articles of personal hygie ne, beauty and cosmetic specialist preparations, thermometers, surgical and other scientific and useful apparatus and materials, contrivances, appliances, instruments and devices, catguts, surgical and other ligatures, syringes and other miscellaneous hospital requisites, herbal preparations, formulations and cosmetics and obtain patents for them."

CONVERSION TO PUBLIC LIMITED COMPANY

During the year under review, the members of the Company in its extra ordinary general meeting held on December 12, 2022 has approved the conversion of Private Limited Company to Public Limited Company.

Further, the Ministry of Corporate Affairs has approved the application for conversion and issued the fresh certificate of incorporation on January 02, 2023

DEPOSITS:

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

MATERIAL SUBSIDIARY

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

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

As on March 31, 2023, the Company has total 3 subsidiaries including one overseas subsidiaries viz. COPO Digital Services (India) Private Limited, Digiglobe Advertising Private Limited and Worldwide Exhibitions Agency Asia Limited.

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

BOARD OF DIRECTORS

As on March 31, 2023, the Board of Directors of your Company comprises of 06 (Six) Directors, of which 03 (Three) are Non-Executive Directors & 03 (Three) are Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:

During the year, the Board of Directors of the Company considering the vast knowledge, integrity and varied experience and proficiency, Further, the Board of Directors at their meeting held on December 12, 2022 and January 04, 2023 respectively, have approved the appointment of Ms. Nisha Quaim Syed, as an Additional Executive Director, Mr. Pechimuthu Udayakumar as an Additional Non-Executive Non-Independent Director and Mr. Hussein Ahmad Sayed, Mr. Raminder Singh, as an Additional NonExecutive Non-Independent Director of the Company. The said appointment was also approved by the Shareholders of the Company at the Extra-Ordinary General Meeting of the Company held on January 07, 2023.

On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.

KEY MANAGERIAL PERSONNEL

During the year under review and in accordance with the provisions of Section 203 of the Companies Act, 2013, the company has appointed Mr. Sushil Dinesh Shah, as a Chief Financial Officer (CFO) and Mr. Abhishek Jain, as a Company Secretary of the Company in their Board Meeting held on December 06, 2022.

As on March 31, 2023, following are the Key Managerial Personnels of the Company:

*Subsequent to the year under review, Mr. Abhishek Jain, Company Secretary and Compliance Officer of the Company has resigned with effect from June 20,2023 and Company has appointed Mr. Pranjul Jain as Company Secretary and Compliance Officer of the Company with effect from June 27,2023.

DIRECTORS RETIRING BY ROTATION

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

Mr. Quaim Mohammad Syed, Managing Director of the Company is liable to retire by rotation and he being eligible, has offered herself for reappointment at the ensuing Annual General Meeting of the Company. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards - 2 on General Meetings, brief details of Mr. Quaim Mohammad Syed are provided as an Annexure to the Notice convening the 13^th Annual General Meeting.

DECLARATION OF INDEPENDENCE

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

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

PERFORMANCE EVALUATION OF THE BOARD

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

(i) Their own performance as a whole;

(ii) Individual Directors Performance; and

(iii) Performance of all Committees of the Board for the Financial Year

2022-2023.

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

MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 13 (Thirteen) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further, the details of the Meetings of Board of Directors are as follows:

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type as per Regulations 15 of SEBI (LODR), Regulation,2015 the Corporate Governance is not applicable on SME Listed Companies.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

e. Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

f. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

¦ Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

¦ Changes, if any, in accounting policies and practices and reasons for the same;

¦ accounting entries involving estimates based on the exercise of judgment by management;

¦ Significant adjustments made in the financial statements arising out of audit findings;

¦ Compliance with listing and other legal requirements relating to financial statements;

¦ Disclosure of any related party transactions; and

¦ Modified opinion(s) in the draft audit report.

g. Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

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

I. Approval or any subsequent modification of transactions of our Company with related parties;

j. Scrutiny of inter-corporate loans and investments;

k. Valuation of undertakings or assets of our Company, wherever it is necessary;

l. Evaluation of internal financial controls and risk management systems;

m. Monitoring the end use of funds raised through public offers and related matters;

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

o. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p. Discussion with internal auditors of any significant findings and follow up thereon;

q. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r. Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t. To establish and review the functioning of the whistle blower mechanism;

u. Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v. Approval of appointment of the chief financial officer (i.e., the whole time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w. Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority; and

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

y. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

z. Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

The Constitution of the Nomination and Remuneration Committee is as follows:

Terms & Scope of Work of Committee:

a. identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carryout evaluation of every director''s performance;

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

c. while formulating the policy under (b) above, ensure that:

¦ the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

¦ Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

¦ remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

d. such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the company.

e. formulation of criteria for evaluation of performance of independent directors and the board of directors;

f. devising a policy on diversity of board of directors;

g. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

h. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The NRC Policy as approved by the Board is uploaded on the Company''s website viz. https://exhicongroup.com/investors/

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The NRC Policy as approved by the Board is uploaded on the Company''s website viz. https://exhicongroup.com/investors/

The Constitution of the Stakeholders Relationship Committee is as follows:

Terms & Scope of Work of Committee:

a. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

b. Review of measures taken for effective exercise of voting rights by shareholders.

c. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

AUDITORS AND REPORTS Statutory Auditors

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

The Auditors Report for the Financial Year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. Further, the Auditors have expressed an Unmodified Opinion on the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2023.

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

Secretarial Auditor and Secretarial Audit Report

During the year under review, the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

Internal Auditor

As on March 31, 2023, the provisions of Section 138 of the Companies

Designated persons which may have a potential conflict with the interest of the Company at large.

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

RISK MANAGEMENT POLICY

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that

the financial statements reflect true and fair financial position of the Company.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As on March 31, 2023, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

INDUSTRIAL RELATIONS

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

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure 2”.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under

Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company.

CEO/CFO CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the SME platform and the exemption is granted to the Companies listed on the SME platform under Regulation 15(2) of SEBI (LODR), Regulations, 2015.

Further member are requested to refer "Annexure 3" to the board Report for certificate.

INSIDER TRADING

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

STATUTORY DISCLOSURES

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

VIGIL MECHANISM/ WHISTLEBLOWER

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

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

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace, the details of which are given in the Corporate Governance Report. During the year, there were no complaints were received.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the Fully Paid-Up Equity Shares of your Company is INE0O8901016. GENERAL SHAREHOLDER INFORMATION

The Company is registered with the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) isU74990MH2010PLC208218.

SHARE TRANSFER SYSTEM Nomination Facility

Shareholders who hold shares in physical form and wish to make/ change a nomination in respect of their shares in the Company, as permitted under Section 72 of the Companies Act, 2013, may submit request to Registrar and Transfer Agent (RTA) the prescribed Forms SH-13/SH-14.

Shares held in Electronic Form

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, email address, nomination and power of attorney should be given directly to the Depository Participant (DP).

Shares held in Physical Form

As on 31^st March 2023, all the share held by the shareholders were in dematerialised form.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

A. In preparation of the Annual accounts for the year ended March 31, 2023; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at March 31, 2023 and of the Profit of the Company for the year ended on that date

SHARE TRANSFER SYSTEM

C. They have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. They have prepared the Annual accounts on a going concern basis;

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

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

CAUTIONARY STATEMENT

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

APPRECIATIONS

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

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