Adcounty Media India Ltd Directors Report

To,

The Members of AdCounty Media India Limited

(Formerly known as AdCounty Media India Private Limited)

The Directors hereby present their 9^th Annual Report on the business and operations of AdCounty Media India Limited ("the Company" or "AdCounty") along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

Your Company has prepared the financial statements for the financial year ended March 31, 2026, in terms of Section 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Companys financial performance for the year ended March 31, 2026 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	8,476.90	6,889.51	8,610.90	6,889.51
Other Income	343.36	68.53	344.10	68.53
Total Income	8,820.26	6,958.04	8,955.00	6,958.04
Total Expenses	6,109.98	5,117.92	6,225.79	5,117.92
Profit or loss before tax	2,710.28	1,840.12	2,729.21	1,840.12
Total Tax Expenses	704.09	465.11	704.09	465.11
Profit after Tax	2,006.19	1,375.01	2,025.12	1,375.01
Other Comprehensive Income for the Year, Net of Tax	21.48	(7.91)	26.50	(7.91)
Total Comprehensive Income for the Year, Net of Tax	2,027.67	1,367.10	2,051.62	1,367.10
Earnings per Share (EPS)
1. Basic	9.56	8.37	9.65	8.37
2. Diluted	9.56	8.37	9.65	8.37

2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE

During the financial year under review, your Company continued to focus on creating sustainable, long-term value for its stakeholders and strengthening its position in the market. The Company witnessed encouraging growth during the year, supported by its continued focus on customer satisfaction, operational efficiency, productivity, and service excellence. The Company remains committed to enhancing its capabilities and building a strong foundation for sustainable growth. With a focus on innovation, efficiency and prudent business practices, the Company continues to pursue its strategic objectives with cautious optimism and remains well positioned to capitalize on emerging opportunities in its business environment.

The detailed overview of the business, operational performance, industry outlook, key developments and future prospects of the Company is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report. The Companys performance during the year was supported by the dedicated efforts and contribution of its employees across various functions. The collective efforts of the management and employees enabled the Company to effectively execute its business plans, achieve its operational objectives and make steady progress towards its strategic goals. There is no change in the nature of business of the Company for the year under review.

Revenue and Profit

During the financial year under review, the Company recorded strong growth in both its standalone and consolidated financial performance. On a standalone basis, the total income of the Company stood at 8,820.26 lakhs for FY 2025–26, as compared to 6,958.04 lakhs in the previous financial year, registering a growth of approximately 26.76%. On a consolidated basis, the total income stood at 8,955.00 lakhs, as compared to 6,958.04 lakhs in FY 2024–25, representing a growth of approximately 28.70%.

The Profit After Tax (PAT) on a standalone basis stood at 2,006.19 lakhs for FY 2025 –26, as compared to 1,375.01 lakhs in the previous financial year, representing a growth of approximately 45.90%. On a consolidated basis, the Profit After Tax stood at 2,025.12 lakhs, as compared to 1,375.01 lakhs in FY 2024–25, registering a growth of approximately 47.28%. The Companys financial performance during the year reflects its continued focus on revenue growth, operational efficiency, improved profitability and effective execution of its strategic initiatives, resulting in strong growth across both standalone and consolidated operations.

3. DIVIDEND

During the financial year under review, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026, with a view to retaining the earnings for supporting the Companys business operations and future growth.

4. TRANSFER TO RESERVES

During the financial year under review, the Board of Directors does not propose to transfer any amount to the General Reserve of the Company. Accordingly, no amount has been transferred to the General Reserve for the financial year ended March 31, 2026.

5. SHARE CAPITAL

As at March 31, 2026, the Authorized Share Capital of the Company stood at 25,00,00,000 (Rupees Twenty-Five Crores only), comprising 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of 10.00 (Rupees Ten only) each. During the year under review, the Company successfully completed its Initial Public Offering (IPO) and its Equity Shares were listed on the SME Platform of BSE Limited. The Public Issue comprised a Fresh Issue of 59,63,200

Equity Shares of face value of 10/- each at an issue price of 85/- per Equity Share, including a premium of 75/- per Equity Share, aggregating to 50,68,72,000 (Rupees Fifty Crores Sixty-Eight Lakhs Seventy-Two Thousand only). As at March 31, 2026, the Paid-up Share Capital of the Company stood at 22,50,12,000 (Rupees Twenty-Two Crores Fifty Lakh Twelve Thousand only), comprising 2,25,01,200 (Two Crore Twenty-Five Lakh One Thousand

Two Hundred) Equity Shares of 10.00 (Rupees Ten only) each.

6. INITIAL PUBLIC OFFERING (IPO):

The Directors are pleased to inform that the Company successfully completed its Initial Public Offering (IPO) during the financial year 2025–26. The Public Issue comprised a Fresh Issue of 59,63,200 Equity Shares of 10/ - each at an issue price of 85/- per Equity Share, including a premium of 75/- per Equity Share, aggregating to

50,68,72,000 (Rupees Fifty Crores Sixty-Eight Lakhs Seventy-Two Thousand only).

The Equity Shares of the Company were listed on the SME Platform of BSE Limited and commenced trading with effect from July 04, 2025. The listing marked a significant milestone in the Companys growth journey and further enhanced its visibility and credibility in the capital market. The Company has duly paid the applicable annual listing fees to BSE Limited for the financial year 2026–27.

7. DEMATERIALIZATION OF SHARES:

The Equity Shares of the Company are available for trading in dematerialized form in accordance with the applicable provisions of the Securities and Exchange Board of India (SEBI) and the rules and regulations governing the depository system. The Company has made necessary arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate dematerialization and electronic holding of its Equity Shares by the shareholders. As on March 31, 2026, 100% of the Equity Shares of the Company were held in dematerialized form.

8. SUBSIDIARIES

As on March 31, 2026, the Company has two subsidiaries/controlled entities, namely AdCounty Global Media LLC, a wholly owned subsidiary of the Company and Adaxx Adtech & Media LLP in which the Company holds 99.95% stake. Accordingly, the Company has prepared its consolidated financial statements for the financial year ended March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements of the Company, together with the standalone financial statements and other documents required to be attached thereto, form part of this Annual Report and are available on the website of the Company at www.adcountymedia.com. Further, the details of the subsidiaries of the Company, including their financial performance and other relevant particulars, are provided in Form AOC-1, which is annexed to the report as Annexure A.

The Company has also considered the applicable provisions relating to Material Subsidiary under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION ON OVERALL PERFORMANCE OF THE COMPANY

During the financial year under review, the Company had the following subsidiaries/controlled entities AdCounty Global Media LLC – Wholly Owned Subsidiary of the Company and Adaxx Adtech & Media LLP in which the Company holds 99.95% stake. AdCounty Global Media LLC was incorporated as a wholly owned subsidiary of the Company during the financial year under review. The subsidiary is primarily intended to support and expand the Companys international business operations and market presence. Adaxx Adtech & Media LLP, in which the Company acquired a 99.95% stake, forms part of the Companys consolidated structure and is engaged in activities complementary to the Companys business operations. The acquisition is expected to provide synergies and support the Companys growth and expansion in the AdTech and digital media space. The Company has prepared consolidated financial statements for the financial year ended March 31, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the subsidiaries and their contribution to the overall performance of the Company is reflected in the consolidated financial statements forming part of this Annual Report. The particulars of the financial performance of the subsidiaries are provided in Form AOC-1, which forms part of the Report. There were no Associates or Joint Venture Companies of the Company as on March 31, 2026.

10. MATERIAL CHANGES & COMMITMENTS

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors confirms that there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report.

11. MATERIAL ORDERS

Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders have been passed by any regulator, court or tribunal during the financial year under review that could adversely impact the going concern status of the Company or its future operation.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the applicable rules made thereunder, the particulars of loans, guarantees, securities and investments made or provided by the Company during the financial year under review, wherever applicable, have been disclosed in the financial statements forming part of this Annual Report. During the financial year under review, the Company has not granted any loans, provided any guarantees or given any security covered under the provisions of Section 186 of the Companies Act, 2013. During the year under review, the Company acquired a 99.95% stake in Adaxx Adtech & Media LLP for a capital contribution of 10.00 Crores. The particulars of the said investment, along with other investments made by the

Company during the financial year, have been appropriately disclosed in the financial statements forming part of this Annual Report. The aforesaid transactions have been undertaken in compliance with the applicable provisions of the Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Policy lays down the framework for identification, approval, monitoring, reporting and disclosure of Related Party Transactions. The Policy is available on the website of the Company at www.adcountymedia.com. During the financial year under review, the transactions entered into by the Company with related parties were, wherever applicable, in the ordinary course of business and on an arms length basis. All Related Party Transactions of a repetitive nature and those proposed to be entered into during the financial year, wherever applicable, were placed before the Audit Committee for its prior omnibus approval, in accordance with the applicable provisions of the Act and the Listing Regulations. The details of Related Party Transactions entered into pursuant to such omnibus approvals were placed before the Audit Committee for its periodic review.

The Board confirms that, during the financial year under review, none of the transactions entered into with related parties were prejudicial to the interests of the Company. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, are annexed to this Report as Annexure B.

The details of Related Party Transactions, as required under the applicable provisions of the Act and the Listing Regulations, are also disclosed in the Notes to the Financial Statements forming part of this Annual Report.

14. BOARD MEETINGS

During the financial year 2025-26, the Board of Directors of the Company met 15 times. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-1 on Meetings of the Board of Directors, as applicable. The details of the Board Meetings held during the financial year 2025-26 are as follows:

S.no Meeting Date	Board Strength	No. of Directors present
1. Wednesday, 14 May, 2025	8	8
2. Monday, 19 May, 2025	8	8
3. Tuesday, 27 May, 2025	8	8
4. Wednesday, 28 May, 2025	8	8
5. Friday, 30 May, 2025	8	8
6. Wednesday, 4 June, 2025	8	8
7. Monday, 23 June, 2025	8	8
8. Wednesday, 2 July, 2025	8	8
9. Tuesday, 12 August, 2025	8	8
10. Thursday, 4 September, 2025	8	8
11. Friday, 12 September, 2025	8	8
12. Wednesday, 12 November, 2025	8	8
13. Tuesday, 13 January, 2026	8	8
14. Wednesday, 11 February, 2026	8	8
15. Monday, 2 March, 2026	8	8

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026, the composition of the Board of Directors of the Company was in accordance with the applicable provisions of Section 149 of the Companies Act, 2013 ("the Act") and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), with an appropriate combination of Executive, Non-Executive and Independent Directors. None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. As on March 31, 2026, the Board of Directors of the Company comprised eight (8) Directors, consisting of four Executive Directors, one Non-Executive Non-Independent Director and three Non-Executive Independent Directors, including one Woman Director.

The composition of the Board of Directors and Key Managerial Personnel as on March 31, 2026 was as follows:

S.No. Name of Director/KMP	DIN	Designation
1. MR. ADITYA JANGID	01655674	Chairman cum Joint Managing Director
2. MR. CHANDAN GARG	06422150	Joint Managing Director
3. MR. DELPHIN VARGHESE	08118274	Whole-time director
4. MR. ABBHINAV RAJENDRA JAIN	07320363	Whole-time director & CFO
5. MS. VARTIKA DANGAYACH	08666407	Non-Executive Non-Independent Director Woman Director
6. MR. PRAKASH CHAND GUPTA	03531946	Non-Executive Independent Director
7. MR. UJJVAL SANGTANI	10513580	Non-Executive Independent Director
8. MR. PULKIT PATEL	10515814	Non-Executive Independent Director
9 MS. GARIMA MALIK*	NA	Company Secretary & Compliance officer

*Ms. Garima Malik was appointed as the Company Secretary & Compliance Officer of the Company with effect from September 13, 2025, in place of Ms. Ashita Agarwal, who resigned from the position with effect from September 12, 2025. The Company has received the requisite declarations from the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, as applicable.

Changes in the Board after the close of the Financial Year

Subsequent to the close of the financial year ended March 31, 2026, the following changes took place in the composition of the Board: Mr. Kumar Saurav (DIN: 09443543) was appointed as a Whole-time Director of the Company with effect from April 28, 2026 for a term of five (5) consecutive years commencing from April 28, 2026 up to April 27, 2031 (both days inclusive). The appointment was made in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Prateek Bhansali (DIN: 10168425) was appointed as a Non-Executive Independent Director of the Company with effect from April 28, 2026 for a term of five (5) consecutive years commencing from April 28, 2026 up to April 27, 2031 (both days inclusive). The appointment was made in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company pursuant to Section 149(7) of the Companies Act, 2013 ("the Act") and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules made thereunder and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have further confirmed that they have complied with the Code of Conduct for Independent Directors as specified in Schedule IV to the Act and the Code of Conduct of the Company applicable to the Board of Directors and Senior Management.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence. The Company has also received the requisite declarations/confirmations from the Independent Directors regarding their registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA") and regarding compliance with the requirement of passing the online proficiency self-assessment test, or exemption therefrom, as applicable, in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors of the Company have complied with the applicable provisions of the Code for Independent Directors as prescribed under Schedule IV to the Act. The Independent Directors met once, i.e, on February 11, 2026. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel. In the opinion of the Board, the Independent Directors of the Company possess the requisite expertise, experience and proficiency required to discharge their duties and responsibilities effectively. They are persons of integrity and repute and fulfill the conditions specified under the Act and the rules made thereunder and are independent of the management. The terms & conditions for the appointment of Independent Directors are given on the website of the Company i.e. https://www.adcountymedia.com/v1/PDFFile/Policy/TermsAndConditionOfIDAppointment.pdf

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company believes that a well-informed and familiarized Board of Directors is essential for the effective discharge of its fiduciary and statutory responsibilities and for safeguarding the interests of the Company and its stakeholders. Although the corporate governance provisions contained in Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not mandatorily applicable to the Company by virtue of the exemption available to entities whose specified securities are listed on the SME Exchange under Regulation 15(2)(b) of the Listing Regulations, the Company has voluntarily put in place a Familiarization Programme for Independent Directors as a matter of good corporate governance practice. The objective of the programme is to familiarize the Independent Directors with the Companys business and operations, nature of the industry in which the Company operates, business model, financial performance, strategic initiatives, governance framework, policies, regulatory environment and their roles, rights and responsibilities as Directors. The Independent Directors are provided with appropriate briefings and presentations on various aspects of the Companys business and operations. The Company Secretary also briefs the Directors, from time to time, on significant legal, statutory and regulatory developments relevant to their role and responsibilities. The details of the Familiarization Programme for Independent Directors are available on the website of the Company at: www.adcountymedia.com/v1/PDFFile/Policy/PolicyOnFamilirizationOfIndependentDirectors.pdf The Company may update the Familiarization Programme from time to time based on the requirements of the business and the regulatory environment.

18. ANNUAL EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), the Board of Directors has carried out an annual performance evaluation of the Board as a whole, its Committees and individual Directors, including the Independent Directors, in accordance with the evaluation criteria adopted by the Company.

The performance evaluation of the Board was carried out on various parameters, including the composition and structure of the Board, effectiveness of Board processes, quality of deliberations, strategic guidance provided by the Board, understanding of the Companys business and industry, contribution towards development of suitable strategies and business plans, governance and compliance oversight, and the effectiveness of the decision-making process. The performance of the Committees of the Board was evaluated on parameters including their composition, effectiveness in discharging their respective functions, adequacy and frequency of meetings, quality of deliberations, contribution towards the matters entrusted to them and the effectiveness of their recommendations to the Board. The performance evaluation of individual Directors was carried out on parameters including their qualifications, knowledge, skills and experience, participation and contribution in Board deliberations, attendance at meetings, understanding of the Companys business and industry, ability to exercise independent judgement, contribution to Board functioning and adherence to applicable ethical and governance standards. The performance evaluation of the Independent Directors was carried out with reference to parameters including their independence, integrity, objectivity, ability to exercise independent judgement, contribution to Board deliberations, understanding of the Companys business and regulatory environment, and commitment towards discharging their duties and responsibilities effectively. In accordance with the applicable provisions of the Act, the Independent Directors, at their separate meeting, evaluated the performance of the Chairman of the Company and the Non-Independent Directors, taking into account the views of the Executive and Non-Executive Directors. The Independent Directors also evaluated the quality, quantity and timeliness of the flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties. The Directors expressed their satisfaction with the evaluation process and the outcome thereof. The Board found the performance of the Board, its Committees and individual Directors to be satisfactory. No material observations or adverse remarks were reported during the evaluation process.

19. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Delphin Varghese (DIN: 08118274), Director of the Company, is liable to retire by rotation at the ensuing 9th Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board recommends the re-appointment of Mr. Delphin Varghese as a Director of the Company for consideration and approval of the Members at the ensuing Annual General Meeting.

The requisite details of Mr. Delphin Varghese, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings, are provided in the Notice convening the 9th Annual General Meeting, forming part of the Annual Report.

20. AUDITORS AND AUDIT REPORT

Statutory Auditors and their Report

The Board of Directors and shareholders of the Company have appointed M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur as statutory auditor of the Company from the conclusion of 6^th Annual General Meeting till the conclusion of 11^th Annual General Meeting of the company to be held for the financial year ended on March 31, 2028.

The Statutory Auditor has issued Audit Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer. Further, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 during the financial year under review. The Notes to the Financial Statements referred to in the Audit Reports are self-explanatory and, therefore, do not call for any further explanation or comments from the Board of Directors.

Secretarial Auditor

The Company got listed on the BSE SME Platform of BSE Limited on July 4, 2025. The provisions relating to Secretarial Audit under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company by virtue of the exemption available to entities whose specified securities are listed on the SME Exchange under Regulation 15(2)(b) of the Listing Regulations. However, the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder, are applicable to the Company, being a listed company. The Board of Directors of the Company has appointed MSV & Associates as Secretarial Auditor of the Company for the FY 2025-26 the Secretarial Audit Report issued by the Company Secretary in Practice in Form MR-3 is annexed to and forms part of this Boards Report as Annexure C.

The Board of Directors has duly considered the observations, qualifications, reservations or adverse remarks, if any, contained in the Secretarial Audit Report and the corresponding explanations of the Board are provided in this Report, as required under Section 134(3)(f) of the Companies Act, 2013. The Secretarial Auditor for the financial year 2025-26 was appointed in accordance with the applicable provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors, at its meeting held on August 12, 2025, appointed M/s. P C Modi & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2025–26. The Internal Auditor functionally reports to the Audit Committee. The Internal Auditor conducts the internal audit of the Company in accordance with the approved internal audit plan and submits its reports to the Audit Committee. The Audit Committee reviews the internal audit reports, significant observations and the status of corrective actions, wherever applicable, and provides appropriate guidance to strengthen the Companys internal control systems. Based on the internal audit carried out during the financial year and the review undertaken by the Audit Committee, the Board is of the opinion that the Company has adequate internal financial controls commensurate with the size and nature of its business and that such controls were operating effectively during the financial year under review.

21. FRAUD REPORTED BY AUDITORS

Pursuant to the provisions of Section 134(3)(ca) read with Section 143(12) of the Companies Act, 2013, the Board of Directors confirms that there was no fraud reported by the Statutory Auditors or Secretarial Auditor to the Central Government during the financial year under review.

22. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148(1) read with Rule 3 of the Companies (Cost Records and Audit) Rules,

2014, the provisions relating to maintenance of cost records are not applicable to the Company for the financial year under review.

23. BOARDS COMMITTEES

As on March 31, 2026, the Board of Directors of the Company had constituted the following four (4)

Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee.

The composition of the Committees as on March 31, 2026, and the number of meetings held during the financial year 2025-26 are set out below:

Audit Committee

The composition of the Audit Committee as on March 31, 2026, was as follows:

Name	Designation in Company	Designation in Committee
Mr. Prakash Chand Gupta	Non-Executive Independent Director	Chairman
Mr. Ujjval Sangtani	Non-Executive Independent Director	Member
Mr. Aditya Jangid	Chairman & Joint Managing Director	Member

The Audit Committee met 5 times during the financial year 2025-26 on 28^th May, 2025, 4^th June, 2025, 12^th August, 2025, 12^th November, 2025 and 11^th February, 2026. All recommendations made by the Audit Committee during the year were duly considered and accepted by the Board of Directors.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on March 31, 2026, was as follows:

Name	Designation in Company	Designation in Committee
Mr. Pulkit Patel	Non-Executive Independent Director	Chairman
Mr. Prakash Chand Gupta	Non-Executive Independent Director	Member
Ms. Vartika Dangayach	Non-Executive Non-Independent Director	Member

The Nomination and Remuneration Committee met 1 time during the financial year 2025-26 on 12 ^th September, 2025

Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee as on March 31, 2026, was as follows:

Name	Designation in Company	Designation in Committee
Ms. Vartika Dangayach	Non-Executive Non-Independent Director	Chairman
Mr. Ujjval Sangtani	Non-Executive Independent Director	Member
Mr. Chandan Garg	Joint Managing Director	Member

The Stakeholders Relationship Committee met 1 time during the financial year 2025-26 on 12^th September, 2025.

Corporate Social Responsibility Committee

The composition of the Corporate Social Responsibility Committee as on March 31, 2026, was as follows:

Name	Designation in Company	Designation in Committee
Mr. Prakash Chand Gupta	Non-Executive Independent Director	Chairman
Mr. Aditya Jangid	Chairman & Joint Managing Director	Member
Ms. Vartika Dangayach	Non-Executive Non-Independent Director	Member

The Corporate Social Responsibility Committee met 1 time during the financial year 2025-26 on 12 ^th September, 2025.

24. GENERAL MEETINGS

Annual General Meeting

The 8^th Annual General Meeting (AGM) of the Company for the financial year ended March 31, 2025, was held on September 29, 2025 at the Registered Office of the Company.

Extra-Ordinary General Meetings

During the financial year 2025-26, the Company did not convene any Extra-Ordinary General Meeting.

Postal Ballot

During the financial year under review, the Company conducted Postal Ballot through remote e-voting pursuant to the provisions of Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the applicable rules made thereunder. The Postal Ballot Notice was dated November 12, 2025, and the remote e-voting facility was made available from November 22, 2025 to December 21, 2025.

25. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The Code, inter alia, provides for a framework for regulating, monitoring and reporting of trading in securities by Designated Persons and their Immediate Relatives, procedures for fair disclosure of UPSI, and measures for prevention of insider trading.

The Company has established systems and procedures for ensuring compliance with the provisions of the Insider Trading Regulations. The Trading Window is closed for Designated Persons and their Immediate Relatives during the periods prescribed under the Code, including in connection with the declaration of financial results and such other material events as specified therein. During the closure of the Trading Window, Designated Persons and their Immediate Relatives are prohibited from trading in the securities of the Company, subject to the applicable provisions and permitted exceptions. The Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of UPSI are available on the Companys website at: https://www.adcountymedia.com/investors#policies.

26. DISCLOSURE RELATED TO POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy pursuant to the applicable provisions of Section 177 of the Companies Act, 2013, to provide a framework for Directors and Employees of the Company to report genuine concerns regarding any actual or suspected fraud, irregularity, misconduct, unethical behavior or violation of the Companys policies or applicable laws. Under the Vigil Mechanism Policy, protected disclosures may be made by the complainant through the prescribed channels, including by way of e-mail or written communication to the Chairperson of the Audit Committee. The Policy provides for adequate safeguards against victimization of persons who avail of the vigil mechanism and also provides for appropriate protection of the identity of the complainant, subject to the provisions of the Policy. The main objective of the Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct, unethical matter or other wrongdoing within the Company which may have a financial or other adverse impact on the Company. The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at:www.adcountymedia.com/v1/PDFFile/Policy/WhistleBlowerPolicy.pdf During the financial year under review, no complaint or protected disclosure was received under the Vigil Mechanism / Whistle Blower Policy. The vigil mechanism was functioning effectively during the year, and it is affirmed that no Director or Employee was denied access to the Chairperson of the Audit Committee.

Corporate Social Responsibility (CSR)

The Company has formulated and implemented a Corporate Social Responsibility Policy ("CSR Policy") in accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The CSR activities of the Company are undertaken in accordance with the CSR Policy approved by the Board of Directors on the recommendation of the Corporate Social Responsibility Committee ("CSR Committee"). The CSR Policy is available on the Companys website at: https://www.adcountymedia.com/investors#policies.

During the financial year under review, the Company incurred an amount of 25.00 lakh towards CSR activities in accordance with its CSR Policy and the provisions of Section 135 of the Companies Act, 2013. The Annual Report on CSR Activities for the financial year 2025-26, as required under Section 134(3)(o) and Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to and forms part of this Report as Annexure-D.

Nomination and Remuneration Policy

In accordance with the provisions of Section 178 of the Companies Act, 2013, read with the applicable rules made thereunder, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("Listing Regulations"), the Company has duly constituted a Nomination and Remuneration Committee ("NRC"). The NRC is entrusted with the responsibility of, inter alia, identifying persons qualified to become Directors and Senior Management Personnel, recommending their appointment and removal, evaluating the performance of Directors, and recommending to the Board the remuneration payable to Directors, Key Managerial Personnel ("KMP") and Senior Management, in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The Company has also formulated a Nomination and Remuneration Policy ("NRC Policy") in accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The Policy lays down the criteria for determining the qualifications, positive attributes and independence of a director and provides a framework for the appointment, removal and remuneration of Directors, KMP and Senior Management of the Company. The NRC Policy is available on the Companys website at https://www.adcountymedia.com/investors#policies

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, inclusive and harassment-free workplace to all its employees and maintaining a work environment that is free from discrimination, intimidation and sexual harassment. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has adopted a Policy for prevention, prohibition and redressal of sexual harassment at the workplace. The Policy provides a framework for prevention of sexual harassment and for dealing with complaints in a fair, transparent and timely manner. The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the applicable provisions of the POSH Act to inquire into complaints relating to sexual harassment at the workplace. During the financial year under review, the status of complaints relating to sexual harassment was as follows:

Sr. No. Particulars	Count
1 Number of complaints of sexual harassment received during the financial year	0
2 Number of complaints disposed of during the financial year	0
3 Number of complaints pending for more than 90 days	0
4 Number of workshops and awareness programmes against sexual harassment carried out during the financial year	1
5 Nature of action by the employer or District officer, if any	Nil

The Company conducted one workshop/awareness programme on prevention of sexual harassment at the workplace during the financial year 2025-26. The Company continues to remain committed to maintaining a workplace free from sexual harassment and ensuring compliance with the provisions of the POSH Act and the Companys Policy.

28. MATERNITY BENEFIT COMPLIANCE

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, during the financial year under review. The Company is committed to providing maternity benefits and related protections to eligible women employees in accordance with the applicable provisions of the Maternity Benefit Act, 1961, including maternity leave, nursing breaks and protection against dismissal or discharge during the maternity period, as applicable. During the financial year under review, no instances of non-compliance with the applicable provisions of the Maternity Benefit Act, 1961 were reported or observed.

29. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return in Form MGT-7 for the financial year ended March 31, 2026 on its website. The Annual Return is available at: https://www.adcountymedia.com/investors#annual-return

30. DEPOSIT

During the financial year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act"), read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time. Accordingly, there were no deposits remaining unpaid or unclaimed, and no amount of principal or interest was outstanding as at March 31, 2026. Hence, the requirements relating to disclosure of details of deposits and amounts not in compliance with the provisions of Chapter V of the Act are not applicable to the Company.

31. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has established and maintained adequate Internal Financial Controls ("IFC") with reference to the Financial Statements, which are commensurate with the size, scale and nature of its business. These controls are designed to ensure orderly and efficient conduct of the Companys business, adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The Companys Internal Financial Control framework is supported by appropriate policies, procedures and internal controls, and is supplemented by an internal audit programme. The internal audit observations and recommendations are reviewed by the management and, wherever applicable, by the Audit Committee, and appropriate corrective actions are taken. The Companys IFC framework is periodically reviewed by the management and the Internal Auditors to strengthen existing processes and controls, including by introducing appropriate guidelines and making necessary changes to the Companys standard operating procedures, wherever required. Based on the assessments carried out by the management and the Internal Auditors during the financial year under review, no material weakness or significant deficiency in the design or operating effectiveness of the Internal Financial Controls with reference to the Financial Statements was identified. The Statutory Auditors, in their report on the Internal Financial Controls with reference to the Financial Statements, have reported on the adequacy and operating effectiveness of such controls, as applicable. Accordingly, the Internal Financial Controls with reference to the Financial Statements were considered adequate and operating effectively during the financial year under review.

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO.

The information relating to Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to and forms part of this Reportas Annexure-E

33. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure–F" to this Report. The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at cs@adcountymedia.com. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting i.e. September 28, 2026

34. MANAGEMENT DISCUSSION AND ANALYSIS

The Company has prepared the Management Discussion and Analysis ("MD&A") Report with a view to providing Members and other stakeholders with an overview of the Companys business performance, industry developments, operational performance, financial performance, opportunities and risks, and future outlook. The Management Discussion and Analysis Report for the financial year ended March 31, 2026 is annexed to and forms part of this Report as Annexure-G.

35. CORPORATE GOVERNANCE

The applicability of the corporate governance provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") to SME-listed entities is governed by Regulation 15(2) of the Listing Regulations, subject to the conditions and specific applicability prescribed therein. Accordingly, the provisions relating to the Corporate Governance Report and the certificate on compliance with the conditions of Corporate Governance, as contemplated under Regulation 34(3) read with Part E of Schedule V of the Listing Regulations, are not applicable to the Company, subject to the applicable provisions of the Listing Regulations. Notwithstanding the aforesaid exemption, the Company remains committed to maintaining high standards of corporate governance, transparency, accountability and ethical conduct and continues to follow appropriate governance practices in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws and regulations.

36. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013, read with the applicable rules made thereunder, any dividend remaining unpaid or unclaimed for a period of seven years or more is required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Further, shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more are required to be transferred to the IEPF in accordance with the applicable provisions of the Act and Rules. During the financial year under review, the Company did not transfer any amount of unpaid or unclaimed dividend to the IEPF, as there was no unpaid or unclaimed dividend pending for the period specified under the Act warranting such transfer. Further, no shares were required to be transferred to the IEPF during the year under review.

The Company shall comply with the applicable provisions relating to the appointment of a Nodal Officer and other requirements under the IEPF Rules. The details of the Nodal Officer, as applicable, shall be made available on the website of the Company.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Business Responsibility and Sustainability Report ("BRSR") is required to be included in the Annual Report by the listed entities to whom the said provisions are applicable. As at March 31, 2026, the Company did not fall within the category of the top 1,000 listed entities by market capitalisation to which the mandatory BRSR reporting requirement under Regulation 34(2)(f) is applicable. Accordingly, the BRSR is not applicable to the Company for the financial year ended March 31, 2026, and therefore no BRSR is annexed to this Annual Report.

38. LISTING OF SHARES

The equity shares of the Company were listed on the BSE SME Platform on July 04, 2025. The Company has duly paid the applicable listing fees for the financial year 2025-26 and has also paid the listing fees for the financial year 2026-27.

39. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely (www.adcountymedia.com) containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 ("the Act"), your Directors hereby state and confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for the financial year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively during the financial year under review; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year under review.

41. OTHER DISCLOSURES

In addition to the disclosures made elsewhere in this Report, the following disclosures are made pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder: i. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company

Secretaries of India (ICSI) under Section 118(10) of the Companies Act, 2013. ii. No application has been made by or against the Company under the provisions of the Insolvency and

Bankruptcy Code, 2016 during the financial year under review. Accordingly, there are no details of any application made or proceedings pending under the said Code requiring disclosure, along with their status as at the end of the financial year. iii. There was no revision of the financial statements or the Boards Report during the financial year under review. iv. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the financial year under review. v. The Company has not issued any sweat equity shares to its directors or employees during the financial year under review. vi. There was no one-time settlement with any Bank or Financial Institution during the financial year under review.

42. ACKNOWLEDGEMENT

The Company continues to foster an organizational culture founded on professionalism, integrity, accountability and continuous improvement, with a focus on efficient utilization of its resources and sustainable and profitable growth. Your directors wish to place on record their sincere appreciation for the valuable contribution, commitment and dedication of the employees of the Company at all levels, whose continued efforts have contributed significantly to the Companys performance and growth during the financial year under review. The Directors also express their gratitude for the valuable cooperation and support received from various Government Authorities, regulatory authorities, Banks and Financial Institutions, and other stakeholders, including members, customers, suppliers and business associates. The Board places on record its sincere gratitude to the investors and shareholders of the Company for their continued confidence, trust and support. The Board looks forward to their continued encouragement and support in the years ahead. The Directors also acknowledge the continued support and guidance received from all stakeholders and remain committed to delivering sustainable value to them.

		For and on behalf of the Board of Directors
		FOR ADCOUNTY MEDIA INDIA LIMITED
	(Formerly known as AdCounty Media India Private Limited)
	CHANDAN GARG	ADITYA JANGID
	Joint Managing Director	Chairman & Joint Managing Director
	DIN: 06422150	DIN: 01655674
Place: Jaipur
Date: 01/09/2026