Adcounty Media India Ltd Auditor Reports

INDEPENDENT AUDITORS EXAMINATION REPORT ON RESTATED FINANCIAL INFORMATION

To,

The Board of Directors

Adcounty Media India Limited

(Formerly known as Adcounty Media India Private Limited)

First Floor, D-41, Patrakar Colony,

Near Jawahar Nagar Moti Dungri

Vistar Yojna, Raja Park, Jawahar Nagar, Jaipur, Rajasthan, India, 302004

Dear Sir,

Reference: - "Proposed Initial Public Offering upto 59,63,200 Equity Shares having face value of Rs 10/- each (The "Equity Shares") of Adcounty Media India Limited("The Company”).

1. We have examined the attached Restated Financial Statement of ADCOUNTY MEDIA INDIA LIMITED. (hereunder referred to “the Company”, “Issuer”) comprising the Restated Statement of Assets and Liabilities as at March 31st 2025, March 31st 2024, and March 31st 2023 the Restated Statement of Profit & Loss, the Restated Cash Flow Statement for the period ended March 31st 2025, March 31st 2024, and March 31st 2023, the statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Financial Statement ) as approved by the Board of Directors in their meeting held on 28th May, 2025 for the purpose of inclusion in the Red Herring Prospects (“RHP”) or Prospectus (collectively mentioned here as “Offer Document”) in connection with its proposed Initial Public Offering (IPO) of equity shares, prepared by the Company in connection with its SME IPO in terms of the requirement of:-

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 as amended (“ICDR Regulations”); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time. (“The Guidance Note”)

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statement for the purpose of inclusion in the Offer Document to be filed with the relevant Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, ROC Chandigarh in connection with the proposed SME IPO. The Restated Financial Statements have been extracted and prepared by the management of the Company for the period/year ended March 31st 2025, March 31st 2024, and March 31st 2023, on the basis of Notes to restatement in Note 3 to Note 38 to the Restated Financial Statement. The Board of Directors responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statement. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

3. We have examined such Restated Financial Statement taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated January 04, 2024 in connection with the proposed IPO of equity shares of the Company;

b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements; and

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. This Restated Financial Statements have been compiled by the management from the Audited financial statements of the company as at and for the period/year ended March 31st 2025, March 31st 2024, and March 31st 2023, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India and have been approved by the Board of Directors of the company.

5. Auditor Report year ended March 31, 2025, March 31, 2024 and March 31, 2023 audited by us vide report dated May 28th 2025, 6th July 2024 & September 4th 2023 respectively.

6. The adjustments in restated financials were carried out based on the reports issued by us for the period/years ended March 31st 2025, March 31st 2024 and March 31st 2023.

a) The Restated Financial Statement have been made after incorporating adjustments for the changes in accounting policies material errors, reclassification and regrouping retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

b) The Restated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;

c) Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;

d) Do not require any adjustment for modification as there is no modification in the underlying audit reports.

e) Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices as set out in Note 1&2 to this report;

f) Adjustments in Restated Financial Statement have been made in accordance with the correct accounting policies;

g) There was no change in accounting policies except inventory policy (previously Unbilled revenue at cost was classified under inventory by management at the time of statutory audit which has been reclassified by management at the time of restatement under other current assets), which needs to be adjusted in the Restated Financial Statement;

h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statement;

i) The Company has not paid any dividend during FY 2024-25, FY 2023-24, FY 2022-23.

7. In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR Regulations, Guidance Note and Engagement Letter, we report that-

a) The “Restated Statement of Assets and Liabilities” of the Company as at March 31st 2025, March 31st 2024, and March 31st 2023, is prepared by the Company and approved by the Board of Directors. These Restated Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1&2 to this Report.

b) The “Restated Statement of Profit and Loss” of the Company for Financial period/year ended March 31st 2025, March 31st 2024, and March 31st 2023, is prepared by the Company and approved by the Board of Directors. These Restated Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1&2 to this Report.

c) The “Restated Statement of Cash Flow” of the Company for Financial period/year ended March 31st 2025, March 31st 2024, and March 31st 2023, is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1&2 to this Report.

We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company for Financial period/year ended March 31st 2025, March 31st 2024, and March 31st 2023, proposed to be included in the Offer Document for the proposed IPO.

Restated Statement of Property, Plant and Equipment	NOTE 3(a)
Restated Statement of Right-of-use-Assets	NOTE 3(b)
Restated Statement of Non-Current Investments	NOTE 4
Restated Statement of Other Financial Assets (Non- Current)	NOTE 5
Restated Statement of Deferred Tax Assets (Net)	NOTE 6
Restated Statement of Trade Receivables	NOTE 7
Restated Statement of Cash and Bank Balances	NOTE 8(a)
Restated Statement of Other Current Assets	NOTE 9
Restated Statement of Share Capital	NOTE 10
Restated Statement of Other Equity	NOTE 11
Restated Statement of Employee Benefit Obligations	NOTE 12
Restated Statement of Current Borrowings	NOTE 13
Restated Statement of Trade Payables	NOTE 14
Restated Statement of Other Financial Liabilities (Current)	NOTE 15
Restated Statement of Other Current Liabilities	NOTE 16
Restated Statement of Current Tax Liabilities (Net)	NOTE 17
Restated Statement of Revenue from Operations	NOTE 18
Restated Statement of Other Income	NOTE 19
Restated Statement of Cost of Traded Media	NOTE 20
Restated Statement of Employee Benefits Expenses	NOTE 21
Restated Statement of Depreciation and Amortisation Expenses	NOTE 22
Restated Statement of Other Expenses	NOTE 23
Restated Statement of Finance Cost	NOTE 24
Restated Statement of Income Tax Expense	NOTE 25
Restated Statement of Earning Per Share	NOTE 26
Restated Statement of Contingent Liabilities	NOTE 27
Restated Statement of Commitments	NOTE 28
Restated Disclosure of Due to Micro and Small Enterprises	NOTE 29
Restated Statement of Segment Information	NOTE 30
Restated Statement of Related Party Transactions	NOTE 31
Restated Statement on Fair Value Measurements	NOTE 32
Restated Statement on Financial Risk Management	NOTE 33
Restated Statement of Events Occurring After the Reporting Period	NOTE 34
Restated Statement of Capital Management	NOTE 35
Restated Statement of the Company has not entered into any transaction with the struck off Companies.	NOTE 36
Restated Statement of Analytical Ratio	NOTE 37
Restated Statement of Additional Regulatory Information Required by	NOTE 38
Schedule III of Companies Act, 2013

In our opinion and to the best of information and explanation provided to us, the Restated Financial Statement of the Company, read with significant accounting policies as appearing in Note 1&2 are prepared after providing appropriate adjustments and regroupings as considered appropriate.

We, M/s. K R A & Co, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.

The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company.

The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

We have no responsibility to update our report for events and circumstances occurring after the date of the report.

In our opinion, the above Financial Statements along with Note 3 to 38 of this report read with the respective Significant Accounting Polices as set out in Note 1&2 is prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note issued by ICAI.

Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the Proposed SME IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.

For M/S. K R A & CO.

Chartered Accountant

FRN: 020266N

Sd/-

(CA. Rajat Goyal)

Partner

M. No.: 503150

Place: Delhi

Date: 4th June, 2025

UDIN: 25503150BMJCAQ4094