SAB Events & Governance Now Media Ltd

SAB Events & Governance Now Media Limited — Trading window closed from October 01, 2026 until the end of 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended September 30, 2026

Equity and warrant issuances

• Promoter equity issue: up to 12,00,000 shares at Rs 22.50.
• Public equity issue: up to 73,00,000 shares at Rs 22.50.
• Warrants: up to 60,00,000 at Rs 22.50.
• Merger equity: 1,10,34,070 shares; price not applicable.
• Aggregate issue size (priced issues): Rs 32.625 crore.
• Total equity shares proposed: 85,00,000.

Convertible warrants terms

• Conversion ratio: 1 warrant converts into 1 equity share.
• Issue price: Rs 22.50 per warrant; tenor 18 months.
• Payment terms: 25% upfront; 75% on exercise within 18 months.
• Exercise rights: 18-month window; lapse if not exercised.

Equity under amalgamation

• Share exchange: 436 SAB Events shares for 100 SBDBN shares.
• Issuance to Sri Adhikari Brothers Digital Network Private Limited shareholders under NCLT plan.
• Price not applicable; issued under Resolution Plan.

Investors and post-issue holdings

• Promoter entity: Sri Adhikari Brothers Assets Holdings Private Limited; 12,00,000 shares.
• Public allottees: 10 entities (Annexure A listing).
• Post-allotment: promoter 6.03%; public 36.65%; total 98.08%.
• Total post-issuance shares: 1,95,34,070.
• Number of public investors: 10.

Listing and regulatory

• Listing: NSE and BSE (symbol SABEVENTS).
• Regulatory basis: NCLT-approved Resolution Plan; IBC and ICDR compliance.

Meeting Details

• Date: Friday, September 18, 2026; time and venue not disclosed.

Key Agenda Items

• Proposal for raising funds via preferential issue of equity shares and convertible warrants.
• Issuance of securities under merger with Sri Adhikari Brothers Digital Network Private Limited at 436:100 shares.

Other Notes

• Trading window for insiders closed from Sep 15, 2026 till 48 hours after Board Meeting.
• Board actions are under NCLT-approved Resolution Plan (Order dated July 10, 2026).

PPIRP merger update

• ROC approved INC-28 for merger of Sri Adhikari Brothers Digital Network Private Limited into SAB Events.
• Share swap ratio: 436 SAB Events shares per 100 transferor shares.
• Implementation will follow the approved Resolution Plan in the PPIRP per July 10, 2026 order.
• Disclosure references earlier filings dated July 10, 11 and 21, 2026.

AGM extension

• ROC Mumbai-I granted a 45-day extension to convene the AGM for FY2025-26 (order dated 24 Aug 2026).
• AGM to be held within the extended period; date to be announced after board approval.
• Original due date under Section 96 was 30 September 2026; extension granted due to procedural difficulties post-NCLT.
• FY2025-26 closed on 31 March 2026; extension pertains to AGM timing, not accounting results.

Financial results approved

• Standalone unaudited results for quarter ended 30-Jun-2026 approved by Board.
• Limited Review Report enclosed from statutory auditors.

Going concern and PPIRP status

• Going concern material uncertainty; current liabilities exceed assets with negative equity Rs 260.18 Lakhs.
• NCLT Mumbai approved PPIRP resolution plan on July 10, 2026; capital restructuring in progress.
• Financial impact of the plan recognised to date; further effects to be recognised as ascertainable.
• Auditor notes basis of qualified conclusion; emphasis of matter on PPIRP and going concern.

Other notes

• Company operates in a single segment: Digital Media Websites & MICE.

Meeting Details

• Date of board meeting: August 13, 2026; time and venue not disclosed.

Key Agenda Items

• To consider and approve unaudited financial results for the quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 01, 2026 until 48 hours after results declaration.

Corporate actions overview

• Board approved implementation of the NCLT-approved resolution plan dated July 10, 2026.
• Promoter equity shares to be cancelled and extinguished, reducing existing share capital.
• Record date set for promoter cancellation on August 5, 2026.
• Public shares reduced 100:5, i.e., 100 existing shares become 5.
• Record date for public share reduction also August 5, 2026.
• Actions subject to completion of corporate actions with depositories, Registrar and Share Transfer Agent, and stock exchanges.

Promoter reclassification status

• BSE and NSE rejected the promoter-to-public reclassification for Markand Adhikari.
• Regulation 31A(3)(b)(iv)-(v) violated due to MD being promoter's immediate relative on the board.
• Application disposed off; no reclassification to public category.
• Letters dated July 16, 2026 acknowledged by both exchanges.
• MD remains on the board; governance status unchanged.
• No material impact on operations disclosed in filing.

Approval Overview

• Resolution plan approved by the tribunal and binding on all stakeholders.
• Plan envisages promoter reconstitution, capital restructuring, and continued listing.

Key Plan Features

• New promoters: SAB Assets Holding Pvt Ltd and SAB Digital Network Pvt Ltd.
• Board to include independent directors; professional management to be appointed.
• Promoter equity cancelled; public shareholding restructured to 100:5 ratio.
• New equity issued to RA and unrelated investors; listing to continue on exchanges.
• Total infusion: Rs 32.625 crore (Rs 2.70 cr from SAB Assets; Rs 29.925 cr from others).
• Operational creditors paid in full; financial creditors receive Rs 2.00 cr (44% of admitted).
• PPIRP costs of Rs 0.50 cr paid; payments to creditors within specified timelines.
• Scheme of Amalgamation with SABDNPL; cross-holdings cancelled; assets/liabilities transferred.
• Post-merger name: Corporate Debtor renamed Sri Adhikari Brothers Digital Network Limited.
• Minimum public shareholding to be restored to 25% within prescribed timeframe.
• Monitoring Committee formed: RP as Chair, MD as member, financial creditor rep.

Financial Impact & Valuation

• Pre-resolution net worth as of 31-03-2026: Rs -2.413 crore.
• Post-resolution net worth to be determined after implementation.
• Total assets as of 31-03-2026: Rs 87.40 Lakhs.
• Operational creditors paid in full; unsecured financial creditors 44% recovery; secured NIL.
• Funds infusion supports payment of PPIRP costs and creditor settlements.

Implementation & Monitoring

• Plan submitted within 90 days of PPIRP commencement; NCLT approval within 30 days.
• Creditors to be paid within 90 days of the NCLT order date.
• Monitoring Committee to oversee implementation until full payment or 3 months post-approval.

Other Material Information

• Regulatory/tax approvals to be sought; MOA/AoA amendments and related filings.
• Continued listing on BSE/NSE; 25% public shareholding target maintained.
• Moratorium under Section 54E ceases on approval date; protection under Section 32A.
• Market-related waivers/concessions and applicable approvals to be pursued as needed.