Exhicon Events Media Solutions Ltd Directors Report

Dear Members,

Your directors take pleasure in presenting the 16th 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 nancial year ended March 31, 2026 and comparison with the previous nancial year ended March 31, 2025 are summarized below:

( in Lakhs)

Particulars	Standalone		Consolidated
	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from Operations	8,530.18	6,967.17	20,270.05	14,351.22
Other income	168.06	89.48	275.97	298.73
Total Revenue	8,698.24	7,056.65	20,546.01	14,649.94
Less: Total expenses	6,609.93	5,439.36	15,495.99	11,076.30
Profit Before Tax	2,088.30	1,617.29	5,050.02	3,573.64
Less: Tax Expenses	525.58	407.04	525.58	548.03
Profit after Tax	1,562.72	1,210.25	4,524.44	3,025.63
Basic Earnings per share of face value of 10/- each	10.58	9.34	27.56	20.06
Diluted Earnings per share of face value of 10/- each	9.52	7.24	24.80	15.56

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 pro t 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, re ecting a growth of 41.2%. The consolidated pro t 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 nancial 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 nancial 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-de ned Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of suicient funds for growth of the Company. The policy is available on the website of the Company and can be accessed through the following weblink: h_ps://exhiconevents.in/policies/

In order to strengthen the nancial position of the Company and retain internal accruals for future growth, the Board of Directors has decided not to recommend any dividend for the nancial 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 aecting the nancial position of the Company between the end of the nancial 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 Oice 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 nancial 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.

The details of Share Warrants and the corresponding Equity Shares allotted pursuant to conversion thereof are as follows:

Sr. No. Date of Allotment	No. of share Warrants	Aggregate Amount	Particulars
1 May 12, 2025	40,000	88,50,000	Share Warrants allotted pursuant to preferential issue
2 July 04, 2025	1,62,000	3,82,72,500	Share Warrants allotted pursuant to preferential issue
3 August 06, 2025	7,95,000	18,78,18,750	Share Warrants allotted pursuant to preferential issue
4 December 12, 2025	4,31,000	10,18,23,750	Share Warrants allotted pursuant to preferential issue
5 December 17, 2025	3,76,000	8,88,30,000	Share Warrants allotted pursuant to preferential issue
Total	18,04,000	42,55,95,000	Share Warrants allotted pursuant to preferential issue

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 dierential 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 Bene ts and Sweat Equity) Regulations, 2021.

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

9. DEPOSITS:

During the nancial 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 nancial assistance from its directors during the year under review.

10. MATERIAL SUBSIDIARY

12. BOARD OF DIRECTORS

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 pro ts 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 Companys Subsidiaries, Joint Ventures, Associate Companies in the speci ed 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: h_ps://exhiconevents.in/

As on March 31, 2026, the Board of Directors of your Company comprises of 06 (Six) Directors, of which 04 (Four) are Non-

Executive Directors & 02 (Two) 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: Pursuant to Section 129(3) of the Companies Act, 2013 a Statement containing the salient features of the Financial Statements of the Companys Subsidiaries, Joint Ventures, Associate Companies in the speci ed 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: h_ps://exhiconevents.in/

Sr. No. DIN	Name of the Director	Designation
1 03163591	Quaim Mohammad Syed	Chairman & Managing Director
2 07668700	Padma Mishra	Whole Time Director
3 03162069	Anil Kumar Mehta	Non- Executive Director
4 03353625	Pechimuthu Udayakumar	Non-Executive and Independent Director
5 09847933	Hussein Ahmad Sayed	Non-Executive and Independent Director
6 09848219	Raminder Singh	Non-Executive and Independent Director

During the year, the Board of Directors of the Company considering the vast knowledge, integrity and varied experience and pro ciency, and on the basis of the written representations received from the Directors, none of the above directors is disquali ed under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding oice 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 eect 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:

Name of the Key Managerial Personnel	Designation
Mr. Sushil Dinesh Shah	Chief Financial Officer
Mr. Pranjul Jain	Company Secretary

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, oer 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 oered 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 16th 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 Quali cation 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 con rming 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 eective 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 aecting 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 nancial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Companys 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: h_ps://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, eectiveness 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.

18.MEETINGS OF THE BOARD

During the year under review, the Board of Directors met 6 (Six) 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 clari cation Further, the details of the Meetings of Board of Directors are as follows:

Sr. No	Date of Board Meeting	No. of Director Entitled to attend	No. of Director Presented
1	12-05-2025	6	4
2	29-08-2025	6	4
3	03-10-2025	6	4
4	10-11-2025	6	4
5	18-12-2025	6	4
6	18-03-2026	6	4

The detail of attendance at the aforesaid meeting is as follows:

		Attendance
Sr No Name of the Director	No. of meetings held during tenure	Total Meetings Attended
1 Mohammad Quaim Syed	6	6
2 Padma Mi shra	6	5
3 Anil Kumar Mehta	4	1
4 Pechimuthu Udayakumar	6	4
5 Hussein Ahmad Sayed	6	6
6 Raminder Singh	6	2
7 Nisha Quaim Syed	2	0

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: h_ps://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 certi cate 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

Report which is presented in a separate section and forms part of the Annual Report of the Company.

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 ll 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 ve consecutive years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting to be held in the nancial 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 quali cation, reservation or adverse remark. Further, the Auditors have expressed an Unmodi ed Opinion on the Audited Financial Statements (Standalone and Consolidated) for the nancial 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 ndings and its mitigation. The Internal Audit function covers all the areas such as policies, processes, internal controls, compliance, inventory, stock, project speci c, corporate accounts, taxation, etc.

The audit is based on prede ned 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 de ned plan approved by the Audit Committee. With the systems and practice hereinabove, we believe that your Companys 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 speci ed 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 identi cation, monitoring and reporting of related party transactions. The RPT Policy as approved by the Board is uploaded on the Companys website viz. h_ps://exhicongroup.com/investors/

All the Related Party Transactions entered into during the nancial year were entered in the Ordinary course of business and at an arms length basis. There are no materially signi cant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated persons which may have a potential con ict 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 nancial 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 identi ed and assessed. The Company has formed a Risk Management Committee which de nes the risk management approach of the Company and includes collective identi cation of risks impacting the Companys business and documents their process of identi cation, 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: h_ps://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 di erent 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 h_ps://exhicongroup.com/229890-2/policies/

30. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal nancial 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 nd out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses wherever required and ensuring that the internal nancial controls are robust and are operating eectively.

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 nancial statements re ect true and fair nancial position of the Company.

The details of the internal nancial 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 promotion of education.

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 signi cant 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 Companys 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 Oicer 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 Companys 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 con rmed that they have adhere to the code.

36. 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:

A CONSERVATION OF ENERGY
i) Steps taken or impact on conservation of energy	Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilisation of energy. The Company has designed its facilities keeping in view the objective of minimum energy loss. The Company has taken all steps to conserve Energy in the work places by educating and training the employees to conserve energy.
	The Company operates primarily in the service and events sector and does not operate manufacturing facilities. Energy conservation measures are implemented across offices, venues and project sites, including the use of energy -efficient lighting and equipment and monitoring of energy consumption, wherever applicable. The Company did not generate electricity from renewable or conventional sources during the year.
ii) Steps taken by the Company for utilising alternate sources of energy	The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power
iii) Capital investment on energy conservation equipment	The Capital investment on energy conservation equ ipment is insignificant.
B TECHNOLOGY ABSORPTION
i) Efforts made towards technology absorption	The Company has adopted relevant new software, hardware and technology-enabled processes commensurate with the size, scale and complexity of its operations.
ii) Benefits derived from technology absorption	Technology absorption has helped the Company to provide better and more accurate services to customers.
iii) Details of Imported technology (last three years)
- Details of technology imported	Nil
- Year of Import	N.A.
- Whether technology being fully absorbed	N.A.
- If not fully absorbed, areas where absorption has not taken place and reasons thereof	N.A.
iv) Expenditure incurred on	Nil
Research and development
C FOREIGN EXCHANGE EARNINGS AND OUTGO ( in Lakhs)
i) Foreign Exchange inflow	NA
ii) Foreign Exchange outflow	NA

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 Companys 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: h_ps://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 nancial 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 airms that it has duly complied with the provisions of the Maternity Bene t Act, 1961, including all amendments thereto. All applicable bene ts, leave entitlements, and facilities as mandated under the Act have been extended to eligible women employees during the nancial year under review. The Company has complied with the provisions relating to the Maternity Bene t Act 1961.

40. DEMATERIALIZATION OF SHARES

The Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for dematerialization of shares and the same are available in electronic segment under ISIN: INE0O8901016.

As at March 31, 2026, 4,31,000 shares allotted on 12 December 2025 and 3,76,000 shares allotted on 17 December 2025 pursuant to conversion of warrants were pending trading approval and were therefore re ected as physical shares. Hence, the same is re ecting in physical mode. The same as shown below:

Physical/ Dematerialised Shares as on 31st March, 2026	Shares	% of Total Issued Capital
No. of Shares held in dematerialised form in CDSL	89,99,993	60.95%
No. of Shares held in dematerialised form in NSDL	49,59,507	33.59%
No. of Physical Shares	8,07,000	5.47%
Total	1,47,66,500	100.00

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, con rm 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 A airs of the Company as at March 31, 2026 and of the Pro t of the Company for the year ended on that date

C. They have taken proper and su icient 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 nance controls to be followed by the Company and such internal nance controls are adequate and operating eectively;

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

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 led 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 signi cant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys 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 Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results may dier 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 Companys Joint Venture Partners, Banks and other Stakeholders for their continued co-operation and support in the Companys growth and in its operations.

EXHICON EVENTS MEDIA SOLUTIONS LIMITED
QUAIM MOHAMMAD SYED	PADMA MISHRA
MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN: 03163591	DIN: 07668700
Date: 25.08.2026
Place: Pune