Adcounty Media India Ltd

To,

The Members of "ADCOUNTY MEDIA INDIA PRIVATE LIMITED"

Your directors have the pleasure in presenting the 06^th Board's Report of your Company together with the Audited Financial Statements and the Auditors' Report of your company for the Financial Year ended 31^st March 2023.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the company for the year ending March 31^st, 2023 is summarized below:

(Amount in thousands)

2. RESULT OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:

Pursuant to section 134(3)(i) of the Companies Act, 2013, The Key highlights pertaining to the business of the company for the year 2022-23 have been given hereunder:

Total revenues earned during the Financial Year 2022-23 amounted to Rs. 535652.06/-

3. DIVIDEND:

Under section 134(3) (k) of the Companies Act, 2013, the directors are not recommending any dividend for the Financial Year 2022-23.

4. AMOUNTS TRANSFERRED TO RESERVES:

Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has not transferred any amount to the Reserves of the company during the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable, as there was no dividend declared and paid last year.

6. CHANGE IN CAPITA L STRUCTURE OF THE COMPANY:

There are no changes in the capital structure of the company during the Financial Year 2022-23.

7. MEETINGS:

A. Board of Directors:

Under section 134(3)(b) of the Companies Act, 2013, During the year following Board Meetings were convened and held, for which proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose. The gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. MATERIAL CHANGES AND COMMITMENTS:

Under section 134(3)(l) of the Companies Act, 2013, There are no material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.

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

As the Company is not engaged in manufacturing activities, the information related to the conservation of energy and technology absorption as required under Section 134(3) (m) of the Companies Act, 2013 read with rules are not strictly applicable to the Company.

Foreign Outflow: 113842122/-

Foreign Inflow; 83010212.93/-

10. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSON) RULE. 2014 OF THE COMPANIES ACT. 2013:

None of the employees is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. The company has not employed any employee for any post that has paid remuneration in excess of Rs. 1,20,00,000/- per annum or in excess of Rs. 8,50,000 /- per month.

11. INFORMATION ABOUT Subsidiary JOINT Venture ASSOCIATE COMPANY:

The company does not have any Subsidiary JOINT VENTURE ASSOCIATE COMPANY.

12. RELATED PARTY TRANSACTION:

Related party transactions that are entered during the financial year were in the Ordinary Course of Business and on an arm's length basis. The Company had not entered into any contract arrangement transactions with related parties which could be considered material. All related party transactions are placed before Board for approval.

Form AOC-2 pursuant to section 134 (3) (h) of the Companies act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is attached to this report as "ANNEXURE A".

13. LOANS. GUARANTEES AND INVESTMENTS:

As per section 134(3) (g) of the Companies Act, 2013, The company has not given any loan, give any guarantee or provide security in connection with a loan or has not made any investment under Section 186 of the Companies Act, 2013 During the Financial Year 2022-23

14. DIRECTORS' RESPONSIBILITYSTA TEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts for the financial year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors, have down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur who has given his consent to be re-appointed as statutory auditor and certificate, be and is hereby re-appointed as Statutory Auditors, from the conclusion of this Annual General Meeting till the conclusion of 11^th Annual General Meeting of the company to be held for the financial year ended on 31^st March 2028.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification explanation. The Notes on financial statements are self-explanatory and need no further explanation.

COST AUDIT:

Provision is given under section 148 of the Companies Act, 2013, and rule 14 of the company (audit and auditor) rules, 2014 not applicable to our company.

SECRETARIAL AUDIT:

The company is a private limited company and the Paid-up Capital of the Company is less than Rupees 50 Crores and the turnover is less than Rupees 250 Crores, therefore provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in relation to the audit of secretarial and related records are not applicable to the Company.

16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:

As on the date of this report, Board of Directors and Key Managerial Persons (KMP) of the Company comprises of total two directors. The Composition of the Board of Directors and KMP is as under:

17. COMMITTEES OF THE BOARD:

Committee provisions do not apply to the company.

18. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

19. CORPORATESOCIAL RESPONSIBILITY:

As per the Provisions of Section 135 of the Companies Act, 2013, the CSR provisions will be applicable to the company from the financial year 2023-24 as the companies Net profit has been crossed the threshold of Rs.5 crores for the year ended 31/03/2023 the Net Profit of the company is Rs.10,12,65,017.67.

However, no CSR provisions applicable for the year 2022-23.

20. CHA NGES IN THE NA TURE OF BUSINESS:

There is no change in the nature of business of the company during the Financial Year 2022-23.

21. INSTANCES OF FRAUD. IF ANY. REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

22. INTERNAL FINANCIAL CONTROL:

According to Section 134(5) (e) of the Companies Act, 2013, the Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.

23. BUSINESS RISK MANAGEMENT:

The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimal.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and the company's operations in the future.

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

The company has a policy it provides protection against sexual harassment of women at work place and for the prevention and redressal of such complaints.

There was no case filled during the year (2022-23), under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

26. DECLA RA TIONS BY THE INDEPENDENT DIRECTORS:

Pursuant to section 149(4) of the Company Act, 2013, every listed Company required appoint at least one third of its directors as independent directors and the Central Government may prescribe the minimum.

27. Cautionary Statement

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.