Esha Media Research Ltd Auditor Reports

Material uncertainty related to going concern

5 AUenton .*s invited to note 54 or notes to the financial statements which indicate that the Company has incurred oss during the Current year as well as in the previous years, current liabilities arc higher than its current assets and its net worth is negative as on 31" March. 2025. Tnese conditions indicate the existence cf a material uncertainty that may cast doubt about entitys ability to continue as a going concern The Company has received commitment from the promoters / management for infusing the funds os and when required for any working capital requirement or any other shortfall that may aris6. Accordingly, the finance! statements are prepared on a going concern b3sis. Our opinion is not mod tied in respect of the above matter Attention was also drawn by us in our limited review report for nine-months ended 31" : December. 2024

Emphasis of Matters (EOM)

6 Attention is invited to note 37 of notes to the financial statements which states that income tax expenses for the year comprises of )a) o*d income lax refund receivable of R$ 80 65 lakhs wfach are written off and (b) provision of Rs.177 57 lakhs made as per application under the Direct Tax Vivad Sc Vishwos Scheme (OTVSV) 2024.

Our opinion is not rrodf>ed in respect of the above matter. Atlention was also drawn by us in our limited review reoort for nine^months ended 31* December. 2024

7 Attention is invited to note 32 of notes to the financial statement which slates that the Company *$ m the process of regularizing the non-complances mentioned in the Secretary audit report issued by the Company Secretary on 22 n0 July. 2024 tor the financial year 2023-24 in the opinion of the management, these are procedural matters and it does net expect any significant outflow on account of such regularizations

Our opinion is not modified in respect of the sbove matter Key Audit Matter

8 Except to* the metiers described in the Bcsis for Gualfbd Opines paragraph and Material Uncertainty Related to Going Concern, we have determined that there are no key s Jdn mailers to communicate in our independent auditors report

Information other than the financial statements and Auditors Roport Thereon

9 Tfe Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis Boards Report including Annexures to Beards Report and Shareholders Information, but does not include the financial statements and our independent auditors report thereon These reports cc expected to be made avatobte to us aftor the date of this irdcpondont auditor s roport.

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 Inc financial statements, our responsibility is to rtsad the other information and. in doing so. consider whether the other information is materially inconsistent with the financial statements or cur knowledge obtained during the courE© of our audit or otherwise appears to bo materially misstated

When v/e read these reports, if we conclude that theres a material misstatement therein, we arc required to communicate tre matter to those charged v/ith governance.

Responsibilities of Management and Board of directors for the Financial Statements

T 0 The Company s 3oard of Directors is responsible for the matters stated in Section 134(5) of tho Ac? with respect to the preparation of the financial statements that give a true and fair view of the financial position financial performance, total comprehensive income, changes in equity and cash flows of the Company n # accordance with the Ind AS ana accounting principles generally accepted in India. This responsibility also deludes maintenance of adequate account-ng records in accordance with the provisions of the Act fer safeguarding the assets of the Company anc preventing and detecting frsuos and other irregularis: selection and application of appropriate accounting policies making judgments and estimates that are reasonable ard prudent: and design implementation and maintenance of adequate internal financial contrcfs. that we-e operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that g ve a true end fair view anc are free from material msstatement whether due to fraud or error

In preparing the financial statements, the management and tho Board of Directors are respcnstole for assessing the Company s ability tocont*"»ue as a going concern, disclosing, as applicabe, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations or has no realistic alternative but tc do so

The Board of Directors are &so responsible for overseeng the Company s financial reporting process

Auditors Responsibilities for the audit of tho financial statements

11 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 tha? an audit conducted in accordance with SAs will always detect a materia- misstatement when it exists Misstatements can arise from fraud O error and are considered materia! if. individually or in the aggregate, they cou d reasonably be expected to influence the economic decsions of users taker, on the bas*> of these financial statements

As pari of an audit in accordance with SAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

?€? Identity ano assess the risks of material misstaiemsn: of the financial statements, whether due to fraud or error, design and perform audit procedures respcns.ve to those risks, and obtain audit ev/Jence that is sufficient and appropriate to provide a bas^s for our opinion The ttsk cf not detecting a material misstatement resuitng from fraud is higher than for one resuming from error as fraud may involve collusion forgery, intentional omissions, misrepresentations, or the overrde of internal control

?€? Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances Under section I43(3)(i) of the Act. v/e are also responsible for expressing cur opinion on whether the Company has adequate internal financial controls with respect to Financial statements in place and the operating effectiveness of such controls

?€? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management

?€? Conclude on the appropnateness of management and Beard of Qrectws use of the gong concern basts of accounting and. based on the audit evidence obtained whether a material uncertainly exists related to events or conditions that may cast s>gnfrcant doubt on the Company s ability to continue as a going concern If we conclude that a material uncertainty exists, v/e a?e required to draw attention m our auditor s report to the related disclosures in tho 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 conditons may cause the Company to cease to continue as a going concern

?€? Evaluate the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent tho underlying transactions and events m a manner that achieves fair presentation

Materiality ts the magnitude of misstatements m the financia statements that, indwiduafy or in aggregate, makes it probable that the economic decisions of a reasonably knowleageabte user of the financial statement* may be influenced We consider quantitative materiality and qualitative tectois in (i) planning the scop* of our aud.-t work and in evaluating the results of our work, and (li) to evaluate the effect of any identified misstatements in the financial statements

We communicate with these charged with governance regarding among other mailers, the plarned scope and timing of the audit and significant audit findings incudmg any $>gnif*cart deficiencies in interna control that we identify during our audit

A^c also provide those charged with governance with e statement that we nave complied with relevant ethical requirements regarding independence and tc communicate with thorn oil relationships and other ?€?natters that may reasonably be thought to bear on our independence and where applicable. related safeguards

Frcm the matters communicated with those charged with governance, we determine those matters that were of most significance in the aucit of financial statements o1 the current period and are therefore the key aud«t matters. We describe these matters n cur 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 che adverse consequences o Como so would reasonably be expected to outweigh the public interest benefits of such communication

Other matter

12. The financial statements of the Company for the year ended 31* 1 March 2024 were audited by another audita- whose report dated 27 h May. 2024 expressed an unmodified opmon We have relied on the said financial statement for the purpose cf confirming tee opening oa arcus cf assets, equity and liabilities as on 1" Apn:. 2024 in respect of the year under audit. Our opinion is not modified in respect of the above matter

Report or. Other Legal and Regulatory Requirements

13 As required by the Companies (Auditors Report) Order 2020 (the Order ) issuec by the Central Government of India in terms of Section 143(11) of me Act we give r \ the Annexure l a statement on tne matters specified in paragraphs 3 and 4 of the Order to the extern appi cable

u AS required by Sect on 143(3) of the Act we report that

a Except for the matters stated in the Basis of Qualified Opinion paragraph 7 in EOM and as stated below in paragraph 14(f) we have sought and obtained all the information and explanations which to the best cf our knowledge and belief were necessa^ for the purposes of our audit.

b Except for the possible effects of the matters stated in the Basis of Qualified Opinion pors*gnaph and matters stated in the paragraph I4(j) { vi) below on reporting undor Rulo 11(g) of the Companies (Audit and Auditors) Rules. 2014 in our opinion proper books of account as required by law have been kep by the Company so far as 1 appears from our examination cf those books

c The Balance Sheet, the Statement of Profit and Less including Other Comprehensive Income. Statement of Changes in Equity and the Statement ex Cash flows dealt with by this Report are in agreement with the bocks of account.

d Except i

e In our opinion, the matters described m the Basts for QuaMied Opinion paragraph and going concern matter described rn Material Uncertainty Related to Going Concern paragraph above may have an adverse impact on the functioning of the Company

f Subject to the matter described m Basis for Qualified Opinion paragraph on the basts of the written representations received from the directors as on 31° March 2025, taken or record by the Board of Directors, none of the directors are disqualified as on 31 * March 2025 from being appointed as a director in terms of Section 154(2 } of the Ant except in case of one director whose representation s pending to be received

9. The qualification relating to the maintenance of accounts and other matters connected therewith are ahead/ stated in the basis for qualified opinion paragraph and paragraph 14(b) above on reporting under Section 143(3)(b) of the Act and paragraph 14 { Kvi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules. 2014;

h With respect to adequacy of internal finance controls with reference to financial statements of the Company and operating effectiveness of such controls refer to our separate report given in "Annexure II Our report expresses a qualified opinion or, the adequacy and operating effectiveness of the Companys internal financial controls v/th reference to fnancial statements.

I. With respect to the other matters to be included in the Auditors Report n accordance with tne requirements of Section 197(16) of the Act

Ir our opinion find :c the best of our information ar<1 according to the explanations given to us. the remuneration paid by the Company to its Whole-lime director during the year is in accordance with the provisions of Section 197 read with Schedule V to the Companies Act and

)?€? With respect to the other matters to bs included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, as amended, in cur opinion and to the pest of our information and according to the explanations given to us

i Tne Company does not have any pending lit^galion which would impact its finance position Also refer Emphasis of Matters paragraph 6 and note 30 and 37 of notes to the financial statements

ii The Company did not have any long-term contract including de/ivatwe contracts for which there were any material foreseeable losses

hi There were no amounts whicn were required to oe transferred to the Investor Education and Protect on Fund by the Company

iv. (a) The Management has represented that, to the bast of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or snare premum or any other sources or kind of funcs) by tne Company to or in any other person cr entity including foreign entity (Intermediaries), with the understanding, whether recorded in writmg or otherwise, that the Intermediary shall whether, directly or indirectty lend or invest ir other persons or entities identified in any manner whatsoever fcy or on bohalf of the Company (Ultimate Beneficiaries* } or proves ary guarantee security or the like on behalf of the Utimate Bonoficaries

(b) The Menagement has represented, that, to the best of its knowledge 3nd belief no funds have been received by the Company from any person or entity, including foreign entity (Funding Pa lies ) with the understanding, whether recorded in writing or othenwse. that the Company shall, whether directly or mdireetty. lend or invest m other persons O entities identified In any manner whatsoever by or on behaft of the Funding Party ( Ultimate Beneficiaries") or provide any guarantee, security 04 the like on behair of the Ultimate Beneficiaries.

(C) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to cur notce that has caused us to believe that the representations under sub-clause (i) and

v. The Company has not declared or paid dividend during the year. Hence our comments on compiia^cc with section 123 o s the Companies Act 203 do not arise

vi Oascd on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (ecil log) facilrty however the came has been operated from 18* November. 2024 for all transactors recorded in Ihe software* Further, during the course of our audit we did not ccme across any instance of audit Ira-t feature bemg tampered with Since the audit trail feature was enabled during the year our comment on preservation of audit trail for fmanoa year 2023-2c does not aise

For N. A. Shah Associates LLP

Chartered Accountants

Firms Registration No t16560W/Wl00149

Bhavin Kapadia

Partner /?

Membership No.: 118991 (fT

UDIN 251189S1 BM JHPP5762 \

Place: Mumbai Date 28^ May. 2025

Annexurc I to Independent Auditors Report for the year ended 3V March 2025

[Referred under the heading Report on other legal and regulatory requirements - of our report a* even date]

(»> In respncl of Property. Plant and Equ pment and Intangible Assets

a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and relevant details of right of use assets

(8) The Company does not have any intsngiole assets

b) The Company has a program for conducting physical venficaton to cover all the items of property plant and equipment and right of use assets in a phased manner which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets Pursuant to ihe program, the assets were physically verrtied by the management during the year According to the information and explanations given to us. no materia? discrepancies were notced on such verification.

c) The Company does not own any immovable property olher than propertes where the Compary s the lessee and the lease agreements arc duly executed in the favor of the Company Thus, paragraph 3 (i)(c) of the Order is not applicable

d) The Company has not revalued any of its Property. Plant and Fqupment (including right of use assets) during the year The Company does not have any ntangiWe assets Accorcingty. clause (i)(d) of paragraph 3 of the Orcfcr t$ no! applicable to the Company

e) According !o the information and explanation given to us no proceedings have been initiated during the year or are pending against the company as a; 31 March. 2025 for holding any benami prooerty under the Berami Transactons (Prohibition) Act. 1986 and rules made thereunder.

(ii) (aj The Company docs not hold any inventory Therefore clause (ii)(a) of paragraph 3 of the Order relating to inventory is not applicable

(b) According to the mformaticn and explanations given to us. the Company has not boon sanctioned any working capital limits at any point of time dunng the year from banks or financial institutions and hence reporting under dause (ii)(b) of paragraph 3 of the Order is net applicable

(iji) The Company has net mace any investments, provided any guarantee or security, granted any loans or advances m the nature of dan. secured or unsecured, to compares, firms, limited liability partnerships or any other partes Therefore, clause (ui) of paragraph 3 of the Order ts not applicable to the Company

(*v) The Company has not granted any loans made investments, given any guarantee or provided security in connection with any loan for which compliance under section 186 is required Further, as per information and explanaion given to us. there are no transactions dur-ng the year which are covered by section 165 of the Act Therefore, paragraph 3(iv) of the Order is not applicable to the Company

(v> In our opinion and according to the explanations g.ven to us. during the year the Company has borrowed bans from ex-director of the Company vyhich is r.ot allowed as per section 73 of the Ac! and rules made thereunder (read with basis of qualified opinion) However, in our opinion and according to the information arxJ explanation given to us. the Company has not accepted any amounts which are deemed to be deposits We are informed that no order relating to the Company has been passed by the Company Law 3card or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal

(vi) The Central Government has not prescribed maintenance of cost rocorcs under section 148(1) o the Act for any ot the activities or ibe Company. Accordingly, clause (vi) of oaacraph 3 the Order is not applicable to the Company.

Annexure I to Independent Auditors Report for the year ended 31* March. 2025

(Referred under the heading Report on other legal ana regulatory requirements* of our report of even date]

(vi?€?) In respect of statutory dues

(a) According to the information and explanations given to us and on the basis of our examination of records of the Company in respect of amounts deducted V accrued in the books of account, the Company has heen generally regular In depositing undisputed statutory dues including provicent fund, employees state insurance, income-tax. goods and services tax duly of customs, duty or excise value added tax cess and any othe- statutory dues, as applicable to the Company, during the year with the appropriate authorities except for minor delays in payment of mcomo tax deducted at source and goods and service tax There are no undisputed statutory dues payable in respect to above statutes outstanding as at 31" March 2025. for a period of more th3n six months from the date they becamo payable except as mentioned below

Note: Above amount dees not include interest on above delay.

(b) According to the records of tho Company and information and explanatory given to us. there are no disputed statutory dues as covered n subclause (a) above which have net been deposited with aporopnate authorities cn account of any dispute

Note As per the Income Tax ponai there is outstanding demand of Rs 163 00 lakhs (excluding interest) pertaining to assessment years 2012-13. 2014 15 and 2017-18 Out of the above, (a 1 Rs 85 23 lakhs :s payable based on the application filed under Form 1 DTVSV 2024 which will be paid on receipt of Form 2 from the tax authorities and (b) Rs. 77.77 is subject to correcton on income tax portal Also refer paragraph 6 of EOM section Accordingly rt is not reported in the above clause (Refer note 30 of nc

(viii) According to th8 information and explanations given by the management and based on the procedures carried ou: during tho course of our audit we have not come across any transactions not recorded in the books of account, which have been surrendered or disclosed as income during the year in the lax assessment unrfor tho Income Tax Act 1981

(ix) (a) According to the information and explanations given to us the Company has availed interest free unsecured loans from directors / ex-directors of the Company and the terms & conditions for repayment of loans have not been stipulated Based on the information and explanation given to us. the Company has repaid the loans as and when demanded Other than this, the Company h3s not availed any other borrowings during the year

{ b) According to the information and explanations given tc us. we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any other lender

(c) Re»d with pii-n (ix)(a) above, in our opinion and according to the information and explanations given to us, the Company has not obtained any tern loan during the year and there are no outstanding term loans at the beginning of tho year Therefor. tho paragraph 3 { ;x)(c) of tho order is not applicable to the Company

(d) According to the information and explanations given to us. the procedures performed by us. and on an overall examination of tho financial statements of the Company, we report that the Company has used funds raised on short-te-m basis aggregating to Rs.1.126 25 lakhs for funding losses of the Company.

Annexure I to Independent Auditors Report for the year ended 31 M March. 2025

[Referred under the heeding Report on other legal and regulatory requirements of our report of even date]

(xix) On the basis of the financial ratios ageing and expected dates of realsalion of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of tne Board of Doctors and management plans and based on our exam notion of the evidence supporting the assumptions nothing has come to our attention, which causes us to botieve that any material uncertainty exists as on the date of the independent audit report indicating that Company is not capable of meeting its liabilities exrstng at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date We however, state that this is not an assurance as to the fufure viability of the Company VYe further slate that our resorting is based on the facts up to the date of the independent audit report and we nether give any guarantee nor any assurance that all liabilities falling due with-n a perod of one year from the baance sheet date, will gel discharged by the Company as and when they fall due Also refer our comment given in independent audit report undor section titled Material uncertainty reiated to gpirg concern

(xx) The Company is not required to spend on CSR as per section 135 cf the Act Therefore, cause (xx> of paragraph 3 of Ihe Order is not applicable to the Company

For N. A. Shah Associates LLP

Chartered Accountants

Firm s ReoulicLon No. 11656CW. W100149

Bhavin Kapadia

Partner

Membership No 118991 (J

(JOIN 251189918MJHPP5762

Place Mumbai Date 28" May 2025

Annexure II to Independent Auditors Report for the year ended 31" March, 2025

[Referred under the heading Repcrl on other legal and regulatory requirements of cur report ot even date]

Report on the Internal Financial Controls under Section 143(3)(i of the Companies Act, 2013 (the "Act")

Qualified Opinion

We have audited the internal financial controls with reference to financial statements of Eeha Media Research Limited ( the Company) as of 31" March. 2025, in conjunction with our audit of the financial statements of the Company for the year ended on that date

In our opinion, except for the possible effects of the material weakness described below the Company have broadly in a! material respects adequate internal financia controfs with reference to financis statements and such internal financial controls were operating effectively as at 31" March, 2025 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control slated In the Guidance Note on Audi of Internal f inancial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI - )

Basis for Qualified Opinion

According to the information and explanation given to us and based on our examination of records, there is a need to strengthen the existing Internal controls over statutory compliances in regard to the requirement under the Act (Also refer Basis of qualified opinon in our main independent audit report)

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing 3nd maintaining internal financat controls based on the internal control with reference to financial statements critena established by the Company considering the essentia I components of internal control stated in the Guidance Note on Audit of Internal Fina ncial Controls over Financial Reporting (the Guidance Note), issued by the Institute ci Chartered Accountants of Irdia Those responsibilities include the design implementation and maintenance of adequate interna financial controls that were operating effectively fO 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 cf reliable financial information, as required under the Act

Auditors Responsibility

Our responsibility is to express an opinion cn the Companys internal financial controls with reference to the financial statements based on our audit We conducted our audit m accordance with the Guidance Nc

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, ard testing and evaluating the design and operating effectiveness of internal control basod on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the rsks of material misstatement of the financial statements whether due to fraud or error

We believo that the audit evidence we have obta ied is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.

Annexure II to Independent Auditors Report for the year ended 31 M March, 2026

(Referred under the heading Report on other legal and regulatory requirements* of cur report ot ever date]

Meaning of Internal Financial Controls with reference to financial statements

A Companys internal financial control with reference to financial statements e a process designed to proviefe reasonable assurance regardingthe reliability of financial reporting 3rd the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A Companys nternal financial control with reference to financial statements indudes those policies and procedures that (1) pertan to the maintenance of records that, in reasonable detai accurately and fairly refect the transactions and dispositions of the assets of the Company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financia statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company 3re being made only in accordance with authorizations of management and directors of the Company; and (3) prov.de reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use. or disposition of the Companys assets that could have s m3tenal effect on the financial statements

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent imitations of internal financial controls with ieference lo financial statements, including the possibility of collusion o- improper management override of controls, material m sstatements due to error or fraud may occur and not bo detected. Also, projectionsof any evaluation of the internal financial controls with reference to financial statements to future periods are subject :o the risk that the interna! financial control with reference tofinarveial statements may become inadequate because of changes fcn conditions, or that the degree of compliance w*h the policies or procedures may deteriorate

Bhavin Kapadia

Partner

Membership No 118991 UDIN 25118991BMJHPP5762

Place Mumbai Date 28*?€? May. 2026