Esha Media Research Ltd Directors Report.

TO The Members Of

ESHA MEDIA RESEARCH LIMITED

Opinion:-

1. We have audited the accompanying financial statements of ESHA MEDIA RESEARCH LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("IND AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion:-

2. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter:-

3. WedrawattentiontoNote2.21 thefinancialstatements,whichdescribestheextenttowhichthe COVID-19PandemicwillimpacttheCompanys financial performance and financial positionwhichdependonfuturedevelopmentsthatarehighly uncertain. Our opinion is not modified in respect of thismatter.

Key Audit Matters:-

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to be communicated in our report.

Other Information:-

The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, for example, Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon. The other information as stated above is expected to be made available to us after the date of this auditors report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information as stated above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with Governance.

Managements Responsibility for the Financial Statements:-

5. The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Financial Statements:-

6. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also

7. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

8. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

9. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

10. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

11. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements:-

12. AsrequiredbytheCompanies(AuditorsReport)Order,2016,issuedbytheCentral GovernmentofIndiain termsofsub- section(11)ofsection143oftheAct("theOrder"),andonthebasisofsuchchecksofthebooksand records of the Company as we considered appropriate and according to the information and explanations giventous, wegiveintheAnnexureBastatementonthemattersspecifiedinparagraphs3and4oftheOrder.

13. AsrequiredbySection143(3)oftheAct, wereportthat:

a. Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknow ledge andbeliefwerenecessaryforthepurposesofouraudit.

b. Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofar asit appearsfromourexaminationofthosebooks.

c. TheBalanceSheet,theStatementofProfitandLoss(includingothercomprehensiveincome), theCash FlowStatementandtheStatementofChangesinEquitydealtwithbythisReportareinagreem entwith thebooksofaccounts.

d. Inouropinion,theaforesaidIndASfinancialstatementscomplywiththeIndianAccounting StandardsspecifiedunderSection133oftheAct.

e. On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointedasadirectorintermsofSection164(2)oftheAct.

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in AnnexureA. Our report expresses unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g. WithrespecttotheothermatterstobeincludedintheAuditorsReportinaccordancewithRule 11ofthe Companies(AuditandAuditors)Rules,2014,inouropinionandtothebestofourknowledgea ndbelief andaccordingtotheinformationandexplanationsgiventous:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2021 on its financialpositioninitsIndASfinancialstatements.

ii. The Company has made provision as at March 31, 2021, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivativecontracts;

iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFundbytheCompanyduringtheyearendedMarch31,2021;

h. With respect to the matter to be included in the Auditors Report under section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the company to its directors during the year is in accordance with the provisions of the section 197 of the Act.

ForNSVR & Associates LLP
FRN: 008801S/S200060
Chartered Accountants
N V Gangadhara Rao
Partner
Membership Number: 219486
UDIN21219486AAAADT6539
Place: Hyderabad
Date:29-06-2021

ANNEXURE A TOTHE INDEPENDENT AUDITORSREPORT

Referredtoinparagraph11(f)oftheIndependentAuditorsReportofevendatetothememb ersofESHA MEDIA RESEARCH LIMITEDontheIndASfinancialstatementsfortheyearendedMarch31, 2021.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act:-

1. WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofESHA MEDIA RESEARCH LIMITED("theCompany") asofMarch31,2021inconjunctionwithourauditoftheIndASfinancialstatementsoftheCompany for the year ended onthatdate.

Managements Responsibility for Internal Financial Controls:-

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,asrequiredundertheCompanies Act 2013.

Auditors Responsibility:-

3. OurresponsibilityistoexpressanopinionontheCompanysinternalfinancialcontrolsoverfinancialreporting based on our audit.

WeconductedourauditinaccordancewiththeGuidanceNoteonAuditofInternalFinancial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribedundersection143(10)of theActtotheextentapplicabletoanauditofinternalfinancialco ntrols, bothapplicabletoanauditofinternalfinancialcontrolsandbothissuedbytheICAI.ThoseStandard sandthe GuidanceNoterequirethatwecomplywithethicalrequirementsandplanandperformtheauditto obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyoftheinternalfin ancial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal financial controls based on the assessed risk. The procedures selected depend on the auditors judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting:-

6. A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting:-

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March31,2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControlsOverFinancialReportingissuedbytheInstituteofCharteredAccountantsofIn dia.

For NSVR & Associates LLP
FRN: 008801S/S200060
Chartered Accountants
N V Gangadhara Rao
Partner
Membership Number: 219486
UDIN21219486AAAADT6539
Place: Hyderabad
Date:29-06-2021

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 10 of the Independent Auditors Report of even date to the members of ESHA MEDIA RESEARCH LIMITEDontheIndASfinancialstatementsasofandfortheyearendedMarch31, 2021

I. In respects of Companys property, plant and equipment:

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) These fixed assets have been physically verified by the management at reasonable intervals and in our opinion no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties, on property, plant and equipment to the Ind AS financial statements, are held in the name of the Company.

II. The Company is a Service Company, primarily rendering data exchange Services. Accordingly it does not hold any Inventories

III. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisionsofClause3(iii),(iii)(a),(iii)(b)and(iii)(c)of the said Order are not applicable to the Company.

IV. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186.Therefore, the provisions of Clause 3 (iv) of the said Order are not applicable to the Company.

V. TheCompanyhasnotacceptedanydepositsfromthepublicwithinthemeaningofSections73,7 4,75and76of the Act and the Rules framed there under to the extent notified.

VI. Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified under Section 148(1) of the Act.

VII. (a)According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees state insurance, income tax and value added tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including sales tax, duty of customs, duty of excise, less, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of duty of customs, duty of excise, value added tax, goods and service tax which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, service tax andentrytaxasatMarch31, 2021whichhavenotbeendepositedonaccountofadispute are as follows:

Name of the Statute Nature of the dues Amount (in Rs .) Period to which the Amount Relates Forum

where dispute is Pending

INCOME TA ACT,1961 X Demand U/ 143(3) s 81,83,983/- A.Y.2011-12 CIT -(Appeals) Hyderabad
SALESTAX VAT 46,56,878/- A.Y. 1993-94, 1995- 1996-97, 96, 2002- 2003-04, 03, 2004 05 A.P. High Court& Sales Tax Appellate Tribunal

VIII. According to the records of the Company examined by us and the information and explanation given to us,the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

IX. Money raised by way of term loan were applied for the purpose for which it was raised. The Company has not raised moneys by way of initial public offer or further public offer.

X. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

XI. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandatedbytheprovisionsofSection197readwithScheduleVtotheAct.

XII. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. The provisions of Clause 3 (xii) of the Order are not applicable to the Company.

XIII. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of the related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in the Companies (Indian Accounting Standards)Rules,2015(as amended)underSection133ofthe Act.

XIV. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

XV. The Company has not entered into any non-Cash transactions with its directors or persons connected with him.

Accordingly, the provisions of Clause 3 (xv) of the Order are not applicable to the Company.

XVI. The company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, the provisions of Clause 3 (xvi) of the Order are not applicable to the Company.

For NSVR & Associates LLP
FRN: 008801S/S200060
Chartered Accountants
N V Gangadhara Rao
Partner
Membership Number: 219486
UDIN21219486AAAADT6539
Place: Hyderabad
Date:11-06-2021