Your directors have the pleasure of presenting their 42^nd Annual Report together with the Audited
Accounts of the Company for the Year ended 31^st March 2025.

FINANCIAL RESULTS:

OPERATIONAL REVIEW:

The Company recorded a turnover of Rs. 316.39 Lacs during the year under review as against 13.62 Lacs
in the previous year. The net loss after tax is Rs -362.64 Lacs as against a loss of Rs -9.14 Lakhs in the
previous year.

Esha Media Research Limited is developing various other verticals to increase revenue and its presence in
this sector. Media research, as per the clients’ keywords, has been well accepted in the industry, giving
credibility to your company’s research. The research is done project-based, weekly, fortnightly or monthly
basis. These reports give an insider view of the behaviour trend of the media for the respective keywords.
(Company, brand, issues, competition, etc.)

DIVIDEND:

In view of losses, your directors regret their inability to recommend any dividend on the Paid-up Share
Capital of the Company for the period ending 31^st March 2025.

TRANSFER TO RESERVES:

Your directors do not propose any amount to be transferred to the Reserves for the year ended 31^st March
2025.

EXTRACT OF ANNUAL RETURN:

The requirement to annexe the extract of the annual return in Form MGT 9 is omitted vide the Companies
(Amendment) Act, 2017 read with the Companies (Management and Administration) Amendment Rules,
2021, effective from 05^th March 2021. As per Section 92 of the Companies Act, 2013, the copy of the
annual return of the company has been placed on the website of the company and can be accessed at
www.eshamedia.com.

CORPORATE GOVERNANCE:

Your Directors reaffirm their commitment to good corporate governance practices since the paid-up equity
share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crores, as on
the last day of the previous financial year, the requirement of corporate governance provisions specified in
regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company and hence, the Report on Corporate
Governance is not applicable to the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation
34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is set out in this Annual Report as Annexure -II.

PARTICULARS OF THE COMPANY’S SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANY:

The company does not have any Subsidiaries, Joint Ventures or Associate Companies.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

As a part of the effort to evaluate the effectiveness of the internal control systems, your Company’s internal
audit system reviews all the control measures on a periodic basis and recommends improvements, wherever
appropriate. The Company has in place adequate internal financial control systems and procedures
commensurate with the size and nature of its business. These systems and procedures provide reasonable
assurance of maintenance of proper accounting records, reliability of financial information, protection of
resources and safeguarding of assets against unauthorised use. The management regularly reviews the
internal control systems and procedures.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of your Company has voluntarily constituted a CSR Committee. As on 31st March, 2025, the
Committee comprises three Directors. Your Company has also adopted a CSR Policy.

The Composition of the CSR Committee is as follows:

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company for the

Financial Year 2024-2025.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs ofthe Company at the end of the financial year and of the profit or loss of the Company
for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls were adequate and were operating effectively.

vi) The directors had devised a proper system to ensure compliance with the provisions of all applicable
laws and that such a system was adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Independent Director:

Pursuant to the provisions of section 149 of the Companies Act, 2013, the following Non-Executive

Directors are appointed as Independent Directors:-

Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR)
Regulation, 2015, a listed company shall have at least one woman director on the board of the company.
Your Company has appointed Ms. Shilpa Pawar as the Whole Time Woman Director on the Board w.e.f.
19/06/2019.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of
the Company are as follows:

Appointment / Resignation of Directors & KMP:

During the financial year under review, the Board of Directors of the Company, at its meeting held on 28^th
February 2025, accepted the resignation of Mr. Ashish Kumar Purohit as Company Secretary (CS) and Key
Managerial Personnel (KMP) of the Company with effect from 28^th February 2025. The Board placed on
record their appreciation for the valuable services rendered by Mr. Ashish Kumar Purohit.

The Board of Directors of the Company, at its meeting held on 28^th February 2025, approved the
appointment of Ms. Rachna Oshan Ghatalia as Company Secretary (CS) and Key Managerial Personnel
(KMP) of the Company with effect from 01^st March 2025.

In accordance with the provisions of section 152(6) and the Articles of Association of the Company, no
director is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

COMMITTEES OF THE BOARD:

The committee of the Board is comprised as follows:

Audit Committee:

Nomination and Remuneration Committee

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under
Section 149(6) of the Companies Act, 2013, and there has been no change in the circumstances which may
affect their status as independent directors during the year.

BOARD EVALUATION:

Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI
Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its
Committees and individual Directors; the Company has devised criteria for performance evaluation of
Independent Directors, Board/Committees, and other individual Directors which includes criteria for
performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has
been carried out as per the Evaluation Policy of the Board and its Directors, adopted by the Board.

The Nomination and Remuneration Committee has evaluated the performance of the Board of Directors as
a whole and the Independent Directors on the basis of the criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors held on performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated taking into account
the views of executive directors and non-executive directors. At the Board Meeting held subsequent to the
Independent Directors meeting, evaluation of the Independent Directors and the performance of the Board
as a whole and its committees and individual directors was discussed. The Directors expressed their
satisfaction with the evaluation process conducted in the manner prescribed in the evaluation policy.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of the programme for familiarisation of the Independent Directors with the Company in respect
of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the website of the Company.

REMUNERATION POLICY:

The Company is covered under the provisions of Section 178(1) of the Companies Act 2013, and as per the
requirement, the Board has, on the recommendation of the Appointment & Remuneration Committee,
framed a policy for the selection and appointment of Directors, Senior Management and their remuneration,
including criteria for determining qualifications and independence of Directors.

MEETINGS OF THE BOARD:

During the year 07 Board Meetings and 5 Audit Committee Meetings, 02 Nomination Remuneration
Committee meetings were convened and held. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013 and Secretarial Standards of ICSI.

SHARE CAPITAL:

During the Financial Year 2024-25, there was no change in the share capital of the Company either by way
of Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the
Companies Act, 2013.

The Company has not made any investment in the shares.

RELATED PARTY TRANSACTION:

All transactions entered into during the year with Related Parties as defined under Section 188 read with
Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and
Rule 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the
ordinary course of business and on an arm’s length basis. During the year, the Company had not entered
into any transaction referred to in Section 188 of the Companies Act, with related parties which could be
considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the
Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure-I to this report. Attention of
Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts
forming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There are no material changes affecting the financial position of the Company subsequent to the close of
the Financial Year 2025 till the date of this report.

COST RECORDS:

The provisions relating to maintenance of cost records and cost audit as per section 148 of the Companies
Act, 2013, are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS:

There have been no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in future.

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

A] Conservation of Energy, Technology Absorption:

Your Company is not a power-intensive company, even though the Company has taken all measures to
conserve energy. Your Company is not using any foreign technology.

B] Foreign Exchange Earnings and Outgo:

The Foreign Exchange Earnings and Outgo were NIL during the year.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one
of the most respected companies in India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high-level Committee has been constituted, which looks into the complaints raised. The Committee
reports to the Audit Committee and the Board; the Policy of vigil mechanism is available on the Company’s
website.

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

No case of sexual harassment was reported during the year under review.

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

Your Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.
EMPLOYEE RELATIONS:

During the year under review, your Company enjoyed a cordial relationship with employees at all levels.
AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder,
M/s. N.A Shah Associates LLP, Chartered Accountants, were appointed as statutory auditors of the
Company from the date of 11^th January 2024 to hold office till the conclusion of the 46^th Annual General
Meeting to be held in the year 2029.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MSDS &
Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company. The
Secretarial Audit report is annexed herewith as Annexure -III to this report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

A] By the Auditor in his report:

(i) As stated in note 18.1 of notes to the financial statements, there is outstanding interest free unsecured
loan liability of Rs.. 769.68 lakhs as on balance sheet date. These loan amounts were mainly borrowed in
past period (detailed ageing of outstanding loan is not available) from the ex-director and member of the
Company. Based on the information and explanation given to us, the Company is in process of discussion
with the ex-director and member for waiver of loan liability and the final settlement is expected to be

completed in the next financial year. Pending final settlement, balance confirmation for outstanding loan
liability as at balance sheet date are obtained from the Company.

The above loan liability includes (a) INR 71.65 lakhs received (net of repayment of INR 91.36 lakhs) post
cessation of directorship and (b) INR 98.50 lakhs representing loan amounts from members taken under
erstwhile Companies Act, 1956 and not repaid to that member as per the transition provision under the
Act. In regard to the loan liability, the Company is in the process of regularising the non-compliances with
section 73 and 74 of the Act.

Considering the above, our opinion on the financial statement for the year ended 31st March, 2025 is
qualified

and the financial impact will be given in the books of account when the matter is resolved. This matter
was qualified by us in our limited review reports for the nine-months ended 31st December, 2024.

Management’s Response: The Company acknowledges the auditor’s observation regarding the
outstanding interest-free unsecured loan liability of ?769.68 lakhs as on 31st March, 2025.

1. Discussion with Ex-Director/Member: The Company is actively engaged in discussions
with the concerned ex-director and member to arrive at a mutually acceptable settlement.
The waiver/settlement process is expected to be concluded during the financial year 2025¬
26.

2. Compliance Regularisation: The management is evaluating the course-correcting
measures to regularise these non-compliances, and appropriate actions will be taken in the
current financial year (2025-26).

3. Accounting Impact: Any financial impact arising from waiver, settlement, or compliance
regularisation will be duly recognised in the books of account in accordance with
applicable accounting standards once the matter is resolved.

(ii) Attention is invited to note 54 of notes to the financial statements, which indicates that the Company
has

incurred loss during the current year as well as in the previous years, current liabilities are higher than its
current assets and its net worth is negative as on 31st March, 2025. These conditions indicate the existence
of a material uncertainty that may cast doubt about the entity’s ability to continue as a going concern. The
Company has received commitment from the promoters/management for infusing the
funds as and when required for any working capital requirement or any other shortfall that may arise.
Accordingly, the financial statements are prepared on a going concern basis. Our opinion is not modified
in respect of the above matter. Attention was also drawn by us in our limited review report for the nine
months ended 31st December, 2024.

Management’s Response: The Company acknowledges the observation regarding material
uncertainty related to its ability to continue as a going concern. As of September 2025, the
management has already initiated concrete steps to strengthen the financial position of the
Company.

1. Capital Infusion Plan: The promoters and management have resolved to raise fresh funds
through a combination of Share Warrants and Equity Shares. The proposed infusion
will provide sufficient resources to address past accumulated losses and ensure adequate
working capital for future operations.

2. Growth and Sustainability: The planned capital infusion is part of a broader strategy to
not only stabilize the Company’s balance sheet but also to fund growth initiatives. This
includes strengthening operational capacity, expanding market presence, and ensuring
long-term sustainability of business operations.

Accordingly, the financial statements have been prepared on a going concern basis, reflecting the
confidence of the management and promoters in the Company’s ability to continue operations and
achieve growth in the foreseeable future.

(iii) Attention is invited to note 37 of notes to the financial statements, which states that income tax expenses
for the year comprises of (a) old income tax refund receivable of Rs.80.65 lakhs, which are written off and
(b) provision of Rs. 177.57 lakhs made as per application under the Direct Tax Vivad Se Vishwas Scheme
(DTVSV) 2024.

Our opinion is not modified in respect of the above matter. Attention was also drawn by us in our limited
review report for nine months ended 31st December, 2024.

Management’s Response: The Company acknowledges the auditor’s reference to note 37 of the
financial statements regarding income tax expenses for the year.

1. Old Refunds Written Off: The amount of ?80.65 lakhs pertaining to old income tax
refunds has been written off after careful evaluation and considering the improbability of
recovery.

2. DTVSV Scheme Provision: A provision of ?177.57 lakhs has been made in line with the
application filed under the Direct Tax Vivad Se Vishwas Scheme (DTVSV), 2024. This
reflects the Company’s proactive approach in resolving legacy tax disputes in a time-bound
manner.

3. Accounting Impact: Due care has been taken to ensure that the appropriate accounting
treatment has been given in the books of account in accordance with applicable standards,
and all necessary disclosures have been made in the financial statements.

The management remains committed to maintaining compliance with all statutory requirements
and ensuring transparent financial reporting.

(iv) Attention is invited to note 32 of the notes to the financial statement, which states that the Company is
in the process of regularising the non-compliances mentioned in the Secretarial audit report issued by the
Company Secretary on 22nd July, 2024 for the financial year 2023-24. In the opinion of the management,
these are procedural matters and it does not expect any significant outflow on account of such
regularizations.

Our opinion is not modified in respect of the above matter

Management’s Response: The Company acknowledges the auditor’s reference to note 32 of the
financial statements regarding certain non-compliances highlighted in the Secretarial Audit Report
issued on 22nd July, 2024 for the financial year 2023-24.

1. Nature of Non-Compliances: The matters identified are procedural in nature and do not
have any material financial impact on the Company.

2. Corrective Action: The Company has already initiated necessary steps to regularise these
non-compliances. The process of course correction is actively underway and is expected to
be completed in due course.

3. Financial Impact: In the opinion of the management, no significant outflow of resources
is anticipated on account of such regularisation.

B] By the Secretarial Auditor in his report:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit
report. Several observations have been made in the report and your directors regret their inability to confirm
with the pursuant compliances.

Your directors assure you that it shall endeavour to comply with the applicable regulations both in letter
and spirit in the future.

BUSINESS RISK MANAGEMENT:

During the year, the Company has developed and implemented a Risk Management Policy consistent with
the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015 to identify the elements of risk which may threaten the existence of the Company and
possible solutions to mitigate the risk involved.

At present the Company has not identified any element of risk which may threaten the existence of the
company.

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of business of Company.
PARTICULARS OF EMPLOYEES:

(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the
Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

(B) The ratio of the remuneration of each director to the median employee’s remuneration and other details
in terms of sub-section 12 of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part
of this report as Annexure - IV.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries
of India on Meetings of the Board of Directors and General Meetings.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR:

There are no applications made or any proceedings pending against the Company under Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

There are no instances of one-time settlements during the financial year.

CAUTIONARY NOTE:

The statements forming part of the Director’s Report may contain certain forward looking remarks within
the meaning of applicable securities laws and regulations. Many factors could cause the actual results,
Performances or achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous
personal efforts as well as their collective contribution to the Company’s performance and the directors
would also like to thanks to the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, for their continuous cooperation and assistance to the company.

For and on behalf of the Board of Directors
Sd/- Sd/-

Place: Mumbai (ShilpaVinod Pawar) Chetan Tendulkar

Date: 05/09/2025 Wholetime Director Independent Director