Esha Media Research Ltd Directors Report

To, Dear Members, Esha Media Research Limited

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

FINANCIAL RESULTS:

(Amount in Lacs)

	March, 2025	March, 2024
Total Revenue	316.39	13.62
Profit/(Loss) before taxation	( 102.35)	(8.90)
Add/Less: Tax Expense	260.29	0.25
Profit/(Loss) after tax	(362.64)	(9.14)

OPERATIONAL REVIEW:

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

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

DIVIDEND:

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

TRANSFER TO RESERVES:

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

EXTRACT OF ANNUAL RETURN:

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

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

PARTICULARS OF THE COMPANYS SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY:

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

DEPOSITS:

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

CORPORATE SOCIAL RESPONSIBILITY:

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

The Composition of the CSR Committee is as follows:

Name	Designation	Chairman/Member
Mr. Shishir Dileep Joshi	Non-executive, Independent Director	Chairman
Mr. Chetan RameshChandra Tendulkar	Non-executive, Independent Director	Member
Ms. Shilpa Vinod Pawar	Whole Time Director	Member

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company for the Financial Year 2024-2025.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Independent Director:

Pursuant to the provisions of section 149 of the Companies Act, 2013, the following Non-Executive Directors are appointed as Independent Directors:-

Sr. No. Name of the Director	Date of Appointment
1. Mr Shishir Dileep Joshi	28/03/2013
2. Mr. Chetan Ramesh Chandra Tendulkar	12/10/2017

Women Director:

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

Key Managerial Personnel:

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

Sr. Name No.	Designation
1 . Ms. Shilpa Vinod Pawar	Whole Time Director
2. Mr. Raman Seshadri Iyer	CFO
3. Ms. Rachna Oshan Ghatalia	Company Secretary

Appointment / Resignation of Directors & KMP:

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

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

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

COMMITTEES OF THE BOARD:

The committee of the Board is comprised as follows:

Audit Committee:

Name	Designation	Chairman/Member
Mr. Shishir Dileep Joshi	Non-executive, Independent Director	Chairman
Mr. Chetan Ramesh Chandra
Tendulkar	Non-executive, Independent Director	Member
Ms. Shilpa Vinod Pawar	Whole-time director	Member

Nomination and Remuneration Committee

Name	Designation	Chairman/Member
Mr. Chetan Ramesh Chandra Tendulkar	Non-executive, Independent Director	Chairman
Mr Shishir Dileep Joshi	Non-executive, Independent Director	Member
Ms. Shilpa Vinod Pawar	Whole-time director	Member

DECLARATION BY INDEPENDENT DIRECTORS:

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

BOARD EVALUATION:

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

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

REMUNERATION POLICY:

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

MEETINGS OF THE BOARD:

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

SHARE CAPITAL:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

The Company has not made any investment in the shares.

RELATED PARTY TRANSACTION:

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

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

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

COST RECORDS:

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

SIGNIFICANT AND MATERIAL ORDERS:

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

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

A] Conservation of Energy, Technology Absorption:

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

B] Foreign Exchange Earnings and Outgo:

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

WHISTLE BLOWER POLICY:

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

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

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

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

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

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

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

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

EMPLOYEE RELATIONS:

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

AUDITORS:

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

SECRETARIAL AUDIT:

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

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

A] By the Auditor in his report:

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

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

Considering the above, our opinion on the financial statement for the year ended 31st March, 2025 is qualified and the financial impact will be given in the books of account when the matter is resolved. This matter was qualified by us in our limited review reports for the nine-months ended 31st December, 2024.

Managements Response: The Company acknowledges the auditors observation regarding the outstanding interest-free unsecured loan liability of 769.68 lakhs as on 31st March, 2025.

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

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

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

(ii) Attention is invited to note 54 of notes to the financial statements, which indicates that the Company has incurred loss during the current year as well as in the previous years, current liabilities are higher than its current assets and its net worth is negative as on 31st March, 2025. These conditions indicate the existence of a material uncertainty that may cast doubt about the entitys ability to continue as a going concern. The Company has received commitment from the promoters/management for infusing the funds as and when required for any working capital requirement or any other shortfall that may arise. Accordingly, the financial statements are prepared on a going concern basis. Our opinion is not modified in respect of the above matter. Attention was also drawn by us in our limited review report for the nine months ended 31st December, 2024.

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

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

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

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

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

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

Managements Response: The Company acknowledges the auditors reference to note 37 of the financial statements regarding income tax expenses for the year.

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

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

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

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

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

Our opinion is not modified in respect of the above matter

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

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

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

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

B] By the Secretarial Auditor in his report:

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

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

BUSINESS RISK MANAGEMENT:

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

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

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of business of Company.

PARTICULARS OF EMPLOYEES:

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

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

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

CAUTIONARY NOTE:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

	Sd/-	Sd/-
Place: Mumbai	(ShilpaVinod Pawar)	Chetan Tendulkar
Date: 05/09/2025	Wholetime Director	Independent Director