SAB Events & Governance Now Media Ltd

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.

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.

Approval status and next steps

• Tribunal approved the resolution plan; written order and certified copy awaited.
• Company to submit certified order copy to stock exchanges and disclose as required.

Dematerialisation processing and listing status

• Dematerialisation requests during the quarter were confirmed to depositories and the securities are listed on the stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after due verification, with depository name substituted as owner.

Financial performance

• 📊 Standalone Q4 FY26 revenue from operations was ₹59.29 lakh, up 4% YoY.
• 📊 Total income was ₹59.68 lakh in Q4 FY26 versus ₹57.01 lakh last year.
• 📊 FY26 revenue from operations rose to ₹243.12 lakh from ₹173.88 lakh.
• 📊 FY26 total income increased to ₹243.55 lakh from ₹214.81 lakh.
• 📊 Q4 FY26 loss before tax was ₹17.07 lakh versus ₹30.17 lakh loss YoY.
• 📊 FY26 loss before tax narrowed to ₹42.26 lakh from ₹73.81 lakh.
• 📊 Q4 FY26 PAT was a loss of ₹16.88 lakh; EPS was -₹0.16.
• 📊 FY26 PAT was a loss of ₹42.07 lakh; EPS was -₹0.40.

Costs and balance sheet

• 📊 FY26 direct expenses were ₹57.32 lakh, employee costs ₹79.54 lakh, and other expenses ₹85.96 lakh.
• 📊 FY26 depreciation and amortisation fell to ₹62.98 lakh from ₹79.81 lakh.
• 📊 Other income contributed ₹40.94 lakh in FY26.
• 📊 Cash and cash equivalents were ₹6.78 lakh at March 31, 2026.
• 📊 Total assets were ₹87.40 lakh and total liabilities were ₹328.73 lakh.
• 📊 Net worth was negative ₹241.33 lakh at March 31, 2026.

Audit and going concern

• ⚠️ Auditors issued a qualified opinion on the standalone FY26 results.
• ⚠️ Qualification relates to unprovided interest of ₹253.76 lakh on an unsecured lender claim.
• ⚠️ Management said no provision was made because loan documents did not indicate interest or penal interest.
• ⚠️ Auditors highlighted material uncertainty over going concern.
• ⚠️ The company has initiated PPIRP under the Insolvency and Bankruptcy Code.

Operations

• 🗒️ The company operates a single segment: digital media websites and MICE.
• 🗒️ Management said ground events were gradually undertaken during the year.

Cash flow

• 📊 FY26 operating cash flow was positive at ₹4.45 lakh.
• 📊 Investing cash flow was an outflow of ₹26.76 lakh.
• 📊 Financing cash flow was an inflow of ₹2.97 lakh.
• 📊 Cash increased by ₹4.45 lakh during FY26.