Your Board of Directors is pleased to share with you the 22^nd Annual Report (“Report”) of MACH TRAVEL
SOLUTIONS LIMITED (Formerly known as Mach Conferences and Events Limited) (“the Company” or
“MACHLTD” ) on the business and operations of the company together with the Standalone and Consolidated
Audited Financial Statements for the Financial Year (F.Y.) ended March 31, 2026.

FINANCIAL HIGHLIGHTS

A summary of standalone and consolidated financial results of the Company for the Financial Year 2025 -26 and
Financial Year 2024-25 are as follows:

(Figures in INR)

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the current financial year.

OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

Mach Travel Solutions Limited (formerly Mach Conferences and Events Limited) is an integrated travel and
mobility company offering end-to-end solutions across corporate travel, MICE, leisure and holiday travel, B2B
travel services, government and institutional projects, spiritual and inbound tourism, and technology-enabled
travel management solutions. With over two decades of industry experience, the Company has built strong
expertise in managing large-scale travel programmes, conferences, events, and institutional mandates across
domestic and international markets.

During FY26, the Company reported Revenue from Operations of ^230.45 crore, compared to ^235.75 crore
in FY25. Revenue growth was impacted by temporary disruptions in travel activity arising from geopolitical
developments, including the India-Pakistan conflict following Operation Sindoor and the evolving crisis in the
Middle East, which led to the postponement and rescheduling of certain travel programmes and international
movements.

Despite these challenges, the Company maintained strong profitability, with PAT margin improving to 6.5% in
FY26 from 6.0% in FY25. The margin expansion was driven by efficient project execution, disciplined cost
management, and a higher contribution from value-added business segments.

A detailed review of the Company’s performance and financial position is provided in the Management
Discussion & Analysis Report, forming part of the 22^nd Annual Report of the company.

HOLDING & SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

As on March 31, 2026, being the last day of the financial year 2025-26, the Company had the following
subsidiaries:

1. Mach Conventions and Voyages Private Limited

2. Travexel Events and Travel Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies
(Accounts) Rules, 2014, and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, the Consolidated Financial Statements of the Company and its subsidiaries have been prepared
and form an integral part of the 22nd Annual Report of the Company.

Further, in accordance with the applicable statutory requirements, a statement containing the salient features of
the financial statements of the Company’s subsidiaries, associates, and joint ventures, along with their
contribution to the overall performance of the Company, in Form AOC-1, is annexed to the Financial
Statements as “Annexure 1”.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements
along with relevant documents and audited financial statements of the subsidiaries are hosted on the Company’s
website at: www.machtravelsolutions.com

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the requirement to formulate and disclose a Dividend Distribution Policy is
applicable only to the top 1,000 listed entities based on market capitalization. As Mach Travel Solutions Limited
is not among the top 1,000 listed entities by market capitalization, the provisions of Regulation 43A relating to
the formulation of a Dividend Distribution Policy are not applicable to the Company.

DIVIDEND

For the financial year 2025-26, the Board of Directors has recommended a final dividend of ?0.50 per equity
share having a face value of ^10.00 each and if approved by the members at the ensuing Twenty second (22^nd)
Annual General Meeting (“AGM”) would be paid to those members whose names appear in the Register of
Members as on the Record Date mentioned in the Notice convening Twenty-Second (22^nd) Annual General
Meeting (“AGM”).

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025,
effective 19 November 2025, dividend, if declared by the members, shall be paid only through electronic modes.
Accordingly, the Company would not be able to make dividend payments through physical instruments such as
warrants and cheques.

The Board had recommended dividend based on the parameters laid down in the companies Act 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act read with IEPF Rules and relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from
the due date is required to be transferred to Investor Education and Protection Fund (“IEPF”), constituted by
the Central Government. Further, pursuant to the provisions of IEPF Rules, all equity shares in respect of which
dividend has not been paid or claimed for last seven consecutive years are required to be transferred by the
Company to the designated demat account of the IEPF authority within a period of thirty days of such shares
becoming due to be transferred.

As the Company declared and distributed a dividend for the first time in FY 2025-26 in respect of FY 2024¬
25, any unpaid or unclaimed dividend arising from such declaration shall be transferred to the Investor
Education and Protection Fund (IEPF) upon the expiry of seven years from the date of declaration, in
accordance with the applicable provisions of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, BETWEEN THE END OF THE CURRENT FINANCIAL YEAR AND THE DATE OF THE
REPORT

During the financial year 2025-26, the Company acquired 60% equity shareholding in Travexel Events and
Travel Private Limited, pursuant to which Travexel Events and Travel Private Limited became a subsidiary of
the Company. Further, the Company also subscribed to 4,85,000 nos. of Preference Shares of Travexel Events
and Travel Private Limited, having a face value of ?10 each. Subsequent to the close of the financial year, the
Board of Directors, at its meeting held on 1^st August 2026, approved the disinvestment of the Company’s entire
equity shareholding as well as entire preference shareholding in the said subsidiary. Upon completion of the
proposed transaction, the Company will cease to have control over the said subsidiary. The said transaction
constitutes a material change subsequent to the end of the financial year and has accordingly been disclosed in
this Report.

SHARE CAPITAL

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

As of March 31, 2026, The Authorised Share Capital of the company stands at ^22,00,00,000/- (Rupee Twenty-
Two Crores only) divided into 2,20,00,000 (Two Crores, Twenty Lakh only) Equity Shares of ?10 (Rupees Ten
Only) each.

As at March 31, 2026, The Paid-up Equity Share Capital of the company stands at ?21,03,71,000/-(Rupees
Twenty-One Crores, Three Lakhs, Seventy-One Thousand only), consisting of 2,10,37,100 (Two Crores, Ten
Lakhs, Thirty-Seven Thousand and One Hundred Only) equity shares of ?10 each.

DEPOSITS

During the financial year ended March 31, 2026, the Company has not accepted any deposits from the public
falling within the ambit of Section 73 of the Act and the Rules framed thereunder. Hence, the Company does
not have any unclaimed deposits as on the date of the Balance Sheet. The Company complies with the
requirement of filing the requisite return with respect to amount(s) not considered as deposits.

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

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo etc. are furnished in “Annexure-2” which forms part of this Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed the particulars of the loans given, investments made or guarantees given or security
provided along with the purpose for which the loan or guarantee or security provided, if any, is proposed to be
utilized by the recipient as required under Section 186 of the Act and Regulation 34(3) read with Schedule V of
the SEBI Listing Regulations, in the Notes forming part of the Standalone Financial Statements.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

The Whistle Blower Policy is available on the website of the Company at:https://machtravelsolutions.com/wp-
content/uploads/2026/08/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

As on March 31, 2026, the composition of the Board is in accordance with the provisions of Section 149 of the
Act, with an appropriate combination of Executive Directors, Non-Executive Directors and Independent
Directors.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELS

During the year under review, certain appointments of directors were made to the Board of Directors.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board had in its meeting
held on March 06, 2026, approved the following, subject to the approval of the members at the ensuing AGM:

1) Appointment of Mr. Kaushik Ghosh (DIN: 00528071) as an Additional Director (Executive) of the
Company.

2) Appointment of Mr. Ranjan Ghosh (DIN: 11173263) as an Additional Director (Executive) ofthe Company.

THE BOARD OF DIRECTORS CONSISTED OF THE FOLLOWING MEMBERS AS ON MARCH 31,
2026

RETIREMENT BY ROTATION: Section 152 of the Act provides that unless the Articles of Association
provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of
a public company (excluding the Independent Directors) shall be persons whose period of office is liable to
determination by retirement of directors by rotation, of which one-third are liable to retire by rotation every
year.

Accordingly, Mr. Amit Bhatia (DIN:00351412) will retire by rotation at the ensuing AGM and being eligible,
has offered himself for re-appointment.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

In compliance with the provisions of Section 173 of the Companies Act, 2013, read with the applicable rules
thereunder, a total of four (4) Board Meetings were convened and held during the Financial Year 2025-26. The
meetings of the Board of Directors were held on the following dates during the year under review:

Details of the attendance of Directors at the Board Meetings for the financial year ended March 31, 2026, are
provided below:

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

** Mrs. Laveena Bhatia was unable to attend the Board Meeting held on November 07,2025 and similarly
Mr. Hemant Koushik was absent from the meeting held on May 23, 2025. The reasons for their respective
absences were duly communicated to the Board, which acknowledged and granted them formal leave of
absence.

COMMITTEES OF THE BOARD & THEIR MEETINGS

Board Committees are an integral part of the Company''s governance framework and are constituted in
accordance with the applicable provisions of the Companies Act, 2013. Each Committee operates under the
Board''s delegated authority and is guided by clearly defined terms of reference.

These Committees enable focused oversight and informed decision-making on matters within their respective
mandates, thereby supporting the Board in the effective discharge of its responsibilities. The Chairperson of
each Committee regularly apprises the Board of significant deliberations, decisions, and recommendations
arising from Committee meetings.

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

The Company has 4 (four) Board-level Statutory Committees, namely:

A) Audit Committee

B) Nomination & Remuneration Committee (NRC)

C) Corporate Social Responsibility (CSR) Committee

D) Stakeholders’ Relationship Committee (SRC)

A) AUDIT COMMITTEE

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

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

COMPOSITION OF AUDIT COMMITTEE AND ATTENDANCE OF MEMBERS

The Audit Committee of the company was constituted on June 21, 2024 and its composition fully complies with
the requirements set forth under Section 177 of the Companies Act, 2013. During the financial year 2025-26,
in accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee meetings
were held on the following dates:

• May 23, 2025

• August 18, 2025

• November 07, 2025

• March 06, 2026

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

* Mr. Hemant Koushik was unable to attend the Audit Committee meeting held on May 23, 2025. The reasons
for his absence were duly informed to the members of the Committee, who took note thereof and granted
him leave of absence.

B) NOMINATION & REMUNERATION COMMITTEE (NRC)

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

NRC also determines the role and capabilities required for Independent Directors consistent with the criteria
laid down in the Companies Act 2013 and other applicable laws.

The NRC has formulated Nomination, Remuneration and Evaluation Policy for Directors, KMPs and Senior
Management Personnels of the Company and the same is available on Company’s website at:
https://machtravelsolutions.com/wp-content/uploads/2026/08/Nomination-Remuneration-and-Evaluation-
Policy.pdf

The criteria for making payments to Non-Executive Directors is available on website at:
https://machtravelsolutions.com/wp-content/uploads/2026/08/Code-of-Conduct-BOD-SMP.pdf

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE AND ATTENDANCE OF
MEMBERS

The Nomination and Remuneration Committee ("NRC") of the Company was constituted on June 21, 2024,
and its composition is in full compliance with the provisions of Section 178 of the Companies Act, 2013. During
the financial year 2025-26, the NRC convened the following meetings, the details of which are provided below:

Details of Composition and attendance in meeting are as follows:

* Mr. Hemant Koushik was unable to attend the NRC meeting held on May 23, 2025. The reasons for his
absence were duly informed to the members of the Committee, who took note thereof and granted him leave
of absence.

C) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

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

The purpose of our Corporate Social Responsibility (‘CSR’) Committee is to formulate and recommend to the
Board, a Corporate Social Responsibility Policy, which shall indicate the initiatives to be undertaken by the
company, recommend the amount of expenditure the company should incur on Corporate Social Responsibility
(‘CSR’) activities and to monitor from time to time the CSR activities and Policy of the Company.

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

The Corporate Social Responsibility (CSR) Policy of the company is available on the website at:
https://machtravelsolutions.com/wp-content/uploads/2026/08/Corporate-Social-Responsibilitv-Policv.pdf

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND
ATTENDANCE OF MEMBERS

During the financial year 2025-26, a meeting of the CSR Committee was held on August 18, 2025.

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

D) STAKEHOLDERS’ RELATIONSHIP COMMITTEE (SRC)

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

The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to
handling of stakeholders’ queries and grievances. It primarily focuses to: ¹

COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE (SRC) AND ATTENDANCE
OF MEMBERS

The Stakeholders’ Relationship Committee of the Company was constituted on June 21, 2024, and its
composition is in full compliance with the requirements prescribed under Section 178 of the Companies Act,
2013. During the financial year 2025-26, and in accordance with the provisions of Section 178 of the
Companies Act, 2013, a meeting of the Stakeholders’ Relationship Committee was held on March 06, 2026.

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

The details of investor complaints received and resolved during the financial year ended March 31, 2026
are given below: -

INDEPENDENT DIRECTORS & THEIR MEETING

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

MEETING OF INDEPENDENT DIRECTORS

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

The Independent Directors of the Company convened a meeting on March 06, 2026, under the Chairmanship
of Mr. Hemant Koushik, in the absence of Non-Independent Directors. During the meeting, the Independent
Directors reviewed the performance of the Non-Independent Directors, the Board as a whole, its committees,
and the Chairperson. They also assessed the quality, adequacy, and timeliness of the flow of information
between the Company’s management and the Board.

CODE OF CONDUCT FOR INEPENDENT DIRECTOR

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

The Code of Conduct is available on the website at:https://machtravelsolutions.com/wp-
content/uploads/2026/08/Code-for-Independent-Directors.pdf

DECLARATION OF INDEPENDENCE

The Independent Directors have confirmed that they satisfy the criteria prescribed for Independent Directors as
stipulated in the provisions of Section 149(6) of the Act and Regulation 16 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR
Regulations), which have been relied upon by the Company and were placed at the Board Meeting. The names
of all the Independent Directors of the Company have been included in the Independent Directors databank
maintained by Indian Institute of Corporate Affairs (IICA). None of the Directors have any pecuniary
relationship or transactions with the Company. None of the Directors of the Company are related to each other.
They have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164
of the Act and are not debarred from holding the office of Director by virtue of any SEBI order or any other
authority.

In the opinion of the Board, the Independent Directors fulfil the necessary criteria for independence as stipulated
under the statutes.

The Board has formed the opinion that the Independent Directors have requisite expertise and experience
required by the company based on their skills, knowledge and competencies.

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

As per the applicable provisions of the Act and Listing Regulations, the Board is required to carry out annual
evaluation of its own performance and that of its committees and Individual Directors.

Accordingly, the Board has carried out its annual evaluation of the performance along with the committees and
Individual Directors as under:

The performance evaluation was carried out through a structured questionnaire seeking feedback about the
Board composition and structure, effectiveness of Board processes, information and functioning, exercise of
responsibilities in a bona fide manner in the interest of the Company, performance of the Board, its committees
and individual Directors except himself by rating the performance on each question;

Accordingly, the inputs received from all the Directors were placed before the Board for formal annual
evaluation by the Board of its own performance and that of its committees and individual Directors. The Board
was satisfied with the evaluation Results.

Further, the Board is of the opinion that all the Non-Executive Directors have contributed throughout the process
of Board and Committee Meeting of which they are members in effective manner as per their expertise in their
field and needs of the organization. The suggestions and contributions of the Non-Executive Directors in the
working of the Board and/or Committee were satisfactory.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (“hereinafter referred as NRC”) has put in place the
Nomination, Remuneration and Evaluation Policy for appointment of directors, taking into consideration
qualification and wide experience of the Directors. The remuneration policy of the Company has been so
structured in order to match the market trends of the MICE and Travel industry. The Board in consultation with
the NRC decides the remuneration policy for Directors. Remuneration payable to Directors is determined by
the contributions made by the respective Director for the growth of the Company.

The Policy of the Company on Director’s appointment and remuneration, including criteria as to qualifications,
positive attributes, independence of a Director and other matters as required under Section 178(3) of the
Companies Act, 2013, is available on the website of the Company at:https://machtravelsolutions.com/wp-
content/uploads/2026/08/Nomination-Remuneration-and-Evaluation-Policy.pdf

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability,
confirm in respect of the Audited Annual Accounts for the financial year ended March 31,2026 that:

• In the preparation of Annual Accounts for the financial year 2025-26, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied them consistently and made Judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2026 and of the profit of the Company for that period;

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

• The Director have prepared the annual accounts on going concern basis;

• The Director have laid down adequate system of internal financial controls to be followed by the Company and
such internal financial controls are adequate and were operating effectively; and

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

ADEQUACY OF INTERNAL CONTROL SYSTEMS

The Internal Financial Controls (IFC) with reference to financial statements as designed and implemented by
the Company are adequate. During the year under review, no material or serious observation has been received
from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such
controls.

The Company has established a robust Financial Controls framework that aligns with its operational size, scale,
and complexity. The Board of Directors holds the responsibility for ensuring that the FC (Financial Controls)
is effectively implemented and maintained. This framework has been designed to provide reasonable assurance
regarding the accuracy of financial and operational reporting, compliance with applicable laws, safeguarding
of assets against unauthorized use, proper authorization of transactions, and adherence to corporate policies.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ‘Meetings of the
Board of Directors’ and Secretarial Standard - 2 (SS-2) on ‘General Meeting’ and both the Secretarial Standards
have been approved by the Central Government under Section 118(10) of the Act.

Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the Company to observe the
Secretarial Standards with respect to Board Meeting and General Meeting. The Company has adopted and
followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting
Meetings of Board of Directors, General Meeting and matters related thereto.

DISCLOSURE ON REMUNERATION

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part
of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised,
the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any
member interested in obtaining such information may address their email to[email protected].

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

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

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

https://machtravelsolutions.com/wp-content/uploads/2026/08/Policy-on-Prevention-of-Sexual-

Harassment.pdf

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE (ICC) OF MACH CONFERENCES
AND EVENTS LIMITED

As on April 01, 2025, the following members were part of Internal Complaints Committee (ICC):

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

Further, the Company affirms that during the year under review, the Company has complied with the provisions
relating to Internal Complaints Committee.

MATERNITY BENEFIT

The Company provides maternity benefits in accordance with the provisions of the Maternity Benefit Act, 1961.
In this regard, the Company has a formal Maternity Benefit Policy in place, in line with the provisions of the
Maternity Benefit Act, 1961. The policy ensures eligible female employees receive paid maternity leave, job
protection, and additional support during and after pregnancy. The policy is designed to support our employees
through the important phase of motherhood, ensuring job security and adequate time for care and recovery.

The company is fully compliant with the Maternity Benefit Act and are committed to providing a supportive
and inclusive work environment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the amendments in the SEBI Listing Regulations, the Company has revised its Related Party
Transactions Policy to align it with the requirements of the said Regulations. The updated Policy has been
uploaded on the Company’s website athttps://machtravelsolutions.com/wp-content/uploads/2026/08/Policy-
On-Materiality-of-And-Dealing-with-Related-Party-Transactions.pdf

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties
were on an arm’s length basis and in the ordinary course of business and approved by the Audit Committee and
omnibus approval was obtained where applicable. None of the transactions with related parties falls under the
scope of Section 188(1) of the Act. As the Company does not have any RPTs to report pursuant to Sections
134(3)(h) and 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2,
the same is not provided.

AUDIT AND AUDITORS

STATUTORY AUDIT AND AUDITOR

The Members of the Company at the Annual General Meeting held on September 12, 2025, approved the re¬
appointment of M/s. Gulati Sandeep & Co., Chartered Accountants as the Statutory Auditors of the Company,
for a period of 5 Years, pursuant to provisions of Section 139 of the Companies Act, 2013.

The Auditors’ Report for the financial year ended 31st March, 2026, on the financial statements of the Company
forms part of the 22^nd Annual Report of the Company.

“There were no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors
in respect offinancial statements for the year ended 31st March, 2026. ”

SECRETARIAL AUDIT AND AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s.
Dhirender Tripathi & Associates, Practicing Company Secretaries, as the Secretarial Auditor, to carry out
Secretarial Audit of the Company of the Company, for the financial year 2025-26. The Company has complied
with Secretarial Standards-1 and 2 issued by the Institute of Company Secretaries of India on Meetings of the
Board of Directors and General Meetings respectively.

The Secretarial Audit Report of the Company is annexed to this Report as “Annexure-3”. The Secretarial Audit
Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further
comments.

“The Secretarial Audit Report does not contain any qualification or adverse remarks.”

COST AUDIT AND AUDITOR

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

INTERNAL AUDIT AND AUDITOR

The Board of Directors of the Company, on the recommendation of the Audit Committee, appointed Mr. Akshit
Seth as the Internal Auditor of the Company for the financial year 2025-26 on 23rd May, 2025. Thereafter, Mr.
Seth resigned from the position of Internal Auditor on 16th August, 2025. Subsequently, on the recommendation
of the Audit Committee, the Board appointed Mr. Deepak Pandey as the Internal Auditor of the Company for
the financial year 2025-26 on 7th November, 2025.

The Audit Committee, on a quarterly basis, reviews the internal audit observations and, in consultation with the
management, evaluates the performance of the Internal Auditor and the adequacy of the internal control
systems. The Committee also reviews the adequacy of the internal audit function, including its structure,
staffing, reporting framework, coverage and frequency, discusses significant audit findings and follow up
actions thereon, and considers the findings of internal investigations relating to suspected frauds, irregularities
or material weaknesses in internal controls, and reports the same to the Board, as appropriate.

REPORTING OF FRAUD

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL

During financial year under review, there were no material and significant orders passed by the Regulator,
Court, Tribunal, Statutory and Quasi-Judicial Body impacting the going concern status and the Company’s
operations in future.

ANNUAL RETURN

As per the provisions of Section 92(3) of the Act, the Annual Return of the Company in Form MGT-7 for FY
2025-26 is available on the website of the Company at:https://machtravelsolutions.com/wp-
content/uploads/2026/08/Draft-MGT-7-for-FY25-26.pdf

RISK MANAGEMENT

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As a part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has formed a CSR
Committee. The objective of the Company’s CSR initiatives is to improve the quality of life of communities
through long-term value creation for all stakeholders. The Company has in place a CSR policy which provides
guidelines to conduct CSR activities of the Company. The CSR policy is available on the website of the
Company athttps://machtravelsolutions.com/wp-content/uploads/2026/08/Corporate-Social-Responsibility-
Policy.pdf.The purpose of our CSR Committee is to formulate and recommend to the Board, a CSR Policy,
which shall indicate the initiatives to be undertaken by the Company, recommend the amount of expenditure
the Company should incur on CSR activities and to monitor from time to time the CSR activities and policy of
the Company.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013
and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed
herewith as “Annexure-4”.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year 2025¬
26, is presented as a separate section forming an integral part of the 22^nd Annual Report of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceeding is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOANS FROM THE
BANKS OR FINANCIAL INSTITUTIONS

Not Applicable.

STATEMENT OF DEVIATION(S) OR VARIATION(S): EXPLANATION FOR NO VARIATION

Pursuant to the regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the
Company hereby confirms that there were no variations in the utilization of the proceeds from the objects stated
in the offer document/placement document/other relevant disclosure. Accordingly, the requirement to provide
an explanation for variations is not applicable, as the proceeds have been utilized in accordance with the stated
objectives and no deviation or variation has occurred during the financial year under review.

OTHER DISCLOSURES

1. The Board of Directors of the Company approved the ‘Mach Conferences Employee Stock Option Plan’ for
eligible employees of Mach Travel Solutions Limited (formerly known as Mach Conferences and Events
Limited) on May 23, 2025. The said Plan was thereafter approved by the members of the Company at the 21^st
Annual General Meeting held on September 12, 2025. The Company obtained in-Principle approval from BSE
Limited in connection with the implementation of the Plan on 6^th July, 2026.

2. The Board of Directors and Shareholders of the Company had approved the change of name of the Company
from ‘Mach Conferences and Events Limited’ to ‘Mach Travel Solutions Limited’ and the consequential
amendment to the Memorandum and Articles of Association. The name of the Company has changed from
‘Mach Conferences and Events Limited’ to ‘Mach Travel Solutions Limited’ with effect from May 12,
2026 by virtue of ‘Certificate of Incorporation pursuant to change of name’ issued by the Registrar of
Companies.

3. The Board, at its meeting held on 29th May, 2026, approved the appointment of two (2) Additional Directors,
namely, Mr. Adit Bhatia (DIN: 11710039) as an Executive Director and Mr. Yash Pal Bhatia (DIN:
03327063) as a Non-Executive and Non-Independent Director, with effect from 29th May, 2026.

ACKNOWLEDGMENT

Your directors take this opportunity to express their sincere gratitude to the Company’s customers, vendors,
investors, bankers, academic institutions, financial institutions, regulatory authorities, stock exchanges and all
other stakeholders for their continued cooperation and support.

The Board also acknowledges the valuable support extended by the Government of India, various state
Governments, and the Governments of other countries, along with the concerned Government departments and
agencies.

The Directors further place on records their deep appreciation for the significant contributions made by the
employees of the Company during the year under review. The Board values the dedication, commitment, and
hard work demonstrated by every member of the Mach family.

CAUTIONARY STATEMENT

Statements in this Report describing the Company S objectives, projections, estimates and expectations may be
‘forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ
substantially or materially from those expressed or implied in such statements

1

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

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

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

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

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

1. FINANCIAL HIGHLIGHTS

A summary of standalone & consolidated financial results of the Company for the Financial Year 2024¬
25 and Financial Year 2023-24 are as follows:

2. OVERVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

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

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

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

3. TRANSFER TO RESERVES

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

4. DIVIDEND

4.1 DIVIDEND DISTRIBUTION POLICY

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

4.2 DIVIDEND

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

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

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

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

5. SHARE CAPITAL

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

5.1 AUTHORISED SHARE CAPITAL

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

5.2 PAID UP SHARE CAPITAL

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

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

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

a. shares with differential rights;

b. sweat equity shares; and

c. preference shares

d. shares or instruments convertible into equity shares

e. stock under any scheme

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

6. DEPOSITS

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

7. HOLDING & SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

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

After closure of the year:

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

8. MATERIAL CHANGES AND COMMITMENTS

8.1 ALTERATION IN THE COMPANY’S CORPORATE STRUCTURE

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

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

8.2 INITIAL PUBLIC OFFER (IPO)

During the year under review, the company successfully completed its Initial Public Offering (IPO)
comprising of Fresh issue of 22,29,000 Equity Shares with face value of Rs. 10/- each, by our
Company (“Fresh Issue”) and offer for sale of 33,39,000 Equity Shares with face value of Rs. 10/-
each, by the Selling Shareholders, namely Mr. Amit Bhatia and Mrs. Laveena Bhatia (“Offer for
Sale”).

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

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

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

8.3 UNCLAIMED SUSPENSE ACCOUNT/DEMAT SUSPENSE ACCOUNT

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNELS

9.1 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNELS

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

9.2 RETIREMENT BY ROTATION

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

9.3 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

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

9.4 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

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

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

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

9.5 COMMITTEES OF THE BOARD & THEIR MEETINGS

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

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

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

The Company has 4 (four) Board-level Statutory Committees, namely:

i. Audit Committee

ii. Nomination & Remuneration Committee (NRC)

iii. Corporate Social Responsibility (CSR) Committee

iv. Stakeholders’ Relationship Committee (SRC)

9.5.1 AUDIT COMMITTEE

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

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

COMPOSITION OF AUDIT COMMITTEE AND ATTENDANCE OF MEMBERS

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

• July 05, 2024

• September 06, 2024

• November 12, 2024

• March 08, 2025

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

9.5.2 NOMINATION & REMUNERATION COMMITTEE (NRC)

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

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

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

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

and-Evaluation-Policy.pdf

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

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

payment-t-non-executive-directors.pdf

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE AND
ATTENDANCE OF MEMBERS

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

Details of Composition and attendance in meeting are as follows:

9.5.3 CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

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

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

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

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

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

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

Responsibility-Policy.pdf

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
AND ATTENDANCE OF MEMBERS

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

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

9.5.4 STAKEHOLDERS’ RELATIONSHIP COMMITTEE (SRC)

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

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

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

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

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

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

COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE (SRC) AND
ATTENDANCE OF MEMBERS

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

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

The details of investor complaints received and resolved during the financial year ended March
31, 2025 are given below: -

9.6 INDEPENDENT DIRECTORS & THEIR MEETING

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

9.6.1 MEETING OF INDEPENDENT DIRECTORS

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

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

9.6.2 CODE OF CONDUCT FOR INEPENDENT DIRECTOR

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

The Code of Conduct is available on the website at:

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

directors-tbr.pdf

9.7 ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

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

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

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

10. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

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

11. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

12. INFORMATION ABOUT RELATED PARTY TRANSACTIONS

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

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

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

Party-Transaction.pdf.

13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELS AND
PARTICULARS OF EMPLOYEES

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

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

15. AUDIT AND AUDITORS

15.1 STATUTORY AUDIT AND AUDITOR

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

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

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

15.2 SECRETARIAL AUDIT AND AUDITOR

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

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

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

15.3 COST AUDIT AND AUDITOR

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

15.4 INTERNAL AUDIT AND AUDITOR

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

16. REPORTING OF FRAUD

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

17. RISK MANAGEMENT

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

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

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK
PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

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

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

Sexual-Harassment.pdf.

COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE (ICC) OF MACH
CONFERENCES AND EVENTS LIMITED

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

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

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

Further, the Company affirms that during the year under review, the Company has complied with the
provisions relating to Internal Complaints Committee.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo etc. are furnished in “Annexure-5” which forms
part of this Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans granted, Guarantees given or Investments made during the year under review which
are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes
to the Financial Statements.

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

During the year under review, there were no significant and material orders passed by the regulators
or courts or tribunals which impact the going concern status and the Company’s future operations.

22. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return
of the Company in Form MGT-7 as on 31st March, 2025 can be accessed on the Company’s website
and the web-link to access the same is:

https://www.machconferences.com/investors-relations/annual-returns.html

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

As a part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has formed
a CSR Committee. The objective of the Company’s CSR initiatives is to improve the quality of life
of communities through long-term value creation for all stakeholders. The Company has in place a
CSR policy which provides guidelines to conduct CSR activities of the Company. The CSR policy
is available on the website of the Company at www.machconferences.com. The purpose of our CSR
Committee is to formulate and recommend to the Board, a CSR Policy, which shall indicate the
initiatives to be undertaken by the Company, recommend the amount of expenditure the Company
should incur on CSR activities and to monitor from time to time the CSR activities and policy of the
Company.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies
Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as
amended is annexed herewith as “Annexure-6”.

24. INTERNAL CONTROL SYSTEMS

The Internal Financial Controls (IFC) with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or serious
observation has been received from the Statutory Auditors and the Internal Auditors of the Company
on the inefficiency or inadequacy of such controls.

The Company has established a robust Financial Controls framework that aligns with its operational
size, scale, and complexity. The Board of Directors holds the responsibility for ensuring that the FC
(Financial Controls) is effectively implemented and maintained. This framework has been designed
to provide reasonable assurance regarding the accuracy of financial and operational reporting,
compliance with applicable laws, safeguarding of assets against unauthorized use, proper
authorization of transactions, and adherence to corporate policies.

25. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial
year 2024-25 is presented as a separate section forming an integral part of this Annual Report.

26. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ‘Meetings
of the Board of Directors’ and Secretarial Standard - 2 (SS-2) on ‘General Meeting’ and both the
Secretarial Standards have been approved by the Central Government under Section 118(10) of the
Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the Company to
observe the Secretarial Standards with respect to Board Meeting and General Meeting. The Company
has adopted and followed the set of principles prescribed in the respective Secretarial Standards for
convening and conducting Meetings of Board of Directors, General Meeting and matters related
thereto.

27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceeding is pending against the Company under the Insolvency
and Bankruptcy Code, 2016 during the year under review.

28. MATERNITY BENEFIT

The Company provides maternity benefits in accordance with the provisions of the Maternity Benefit
Act, 1961. In this regard, the Company has a formal Maternity Benefit Policy in place, in line with
the provisions of the Maternity Benefit Act, 1961. The policy ensures eligible female employees
receive paid maternity leave, job protection, and additional support during and after pregnancy. The
policy is designed to support our employees through the important phase of motherhood, ensuring
job security and adequate time for care and recovery.

The company is fully compliant with the Maternity Benefit Act and are committed to providing a
supportive and inclusive work environment.

29. ACKNOWLEDGMENT

Your Directors take this opportunity to express their gratitude to all Shareholders, Investors, clients,
vendors, bankers, Regulatory and Government authorities, Stock Exchanges, business associates and
other stakeholders for their cooperation, encouragement and continued support extended to the
Company. The Board sincerely acknowledges the hard work, dedication and commitment of the
employees and the faith & confidence reposed by the shareholders in the Company.

For and on behalf of
MACH CONFERENCES AND EVENTS LIMITED

(Erstwhile known as Mach Conferences and Events Private Limited)

Sd/-

Amit Bhatia
(Chairman & Managing Director)
(DIN:00351412)

Date: August 18, 2025
Place: Noida

Data Not Available