Esha Media Research Ltd

TO THE MEMBERS

Dear Members,

Your directors have the pleasure in presenting their 41st Annual Report together with the Audited Accounts of the Company for the Year ended 31^st March 2024.

(Amount in Lacs)

The Company has recorded a turnover of Rs.13.62 Lacs during the year under review as against 7.88 Lacs in the previous year. The net loss after tax is Rs. 9.15 Lacs as against a loss of Rs. 18.24 Lakhs in the previous year.

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

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 2024.

Your directors do not propose any amount to be transferred to the Reserves for the year ended 31 ^st March 2024.

The requirement to annex the extract of 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 annual return of the company has been placed on the website of the company and can be accessed at www.eshamedia.com.

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's 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.

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

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.

As a part of the effort to evaluate the effectiveness of the internal control systems, your Company's internal audit system reviews all the control measures on 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 unauthorized use. The management regularly reviews the internal control systems and procedures.

The Board of your Company has voluntarily constituted a CSR Committee. As on 31st March, 2024, the Committee comprises three Directors. Your Company has also adopted a CSR Policy.

The Composition of the CSR Committee is as follows:

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company for

Financial Year 2023-2024.

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.

Pursuant to the provisions of section 149 of the Companies Act, 2013, the following Non-Executive

Directors are appointed as Independent Directors:-

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 women 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.

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

The Board of Directors of the Company at its meeting held on 14th August 2023, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr Raman Seshadri Iyer as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from 14th August, 2023 in place of Ms Jyoti Mahadev Babar, who had resigned from the designation of CFO of the Company. The Board placed on record their appreciation for the valuable services rendered by Ms. Jyoti Mahadev Babar.

There was no other appointment or resignation of Directors& KMP during the period under review.

Further, after the end of the financial year under review the Board of Directors of the Company at its meeting held on 27^th May 2024 accepted the resignation of Mr. Pinkesh Kumar Jain as Company Secretary (CS) and Key Managerial Personnel (KMP) of the Company with effect from 27^th May, 2024. The Board placed on record their appreciation for the valuable services rendered by Mr. Pinkesh Kumar Jain.

The Board of Directors of the Company at its meeting held on 22^nd July 2024 approved the appointment of Mr. Ashish Kumar Purohit as Company Secretary (CS) and Key Managerial Personnel (KMP) of the Company with effect from 22^nd July 2024.

In accordance with the provision of section 152(6), Mrs. Shilpa Vinod Pawar (DIN: 01196385), WholeTime Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for reappointment.

The committee of the Board is comprised as follows:

Nomination and Remuneration Committee

Stakeholders Relationship Committee

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 director during the year.

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 13^th February, 2024 performance of nonindependent 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 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.

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

The Company covered under the provision 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 Director.

During the year 04 Board Meetings and 4 Audit Committee Meetings, 01 Nomination Remuneration Committee, 01 Stakeholder Relationship Committee and 01 Independent Director Committee 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.

During the Financial Year 2023-24, there was no change in the share capital of the Company either by way through Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of the Company.

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

However, the Company has made an investment in the shares. The details of the same has been mentioned in Notes no 4 of the Audited financial statements.

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 arm's 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.

There are no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2024 till the date of this report.

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

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 Earning and Outgo:

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

The Company has a Vigil Mechanism Policy to deal with instance 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 Company's website.

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

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

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. N S V R & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2025.

However, during the end under review M/s. N S V R & Associates LLP resigned from the position w.e.f August 12, 2024. Pursuant to the resignation and based on the recommendation of the Audit Committee and subject to the approval of the members in the general meeting, the Company has appointed N.A Shah Associates LLP as statutory auditor of the Company to hold office until the conclusion of ensuing Annual General Meeting in their meeting held on September 30, 2024.

The board and Audit Committee have also recommended to the members in the ensuing Annual General Meeting, the appointment of M/s N. A Shah Associates LLP, Chartered Accountants for the period of 5 years in their Board and Audit Committee Meeting held on September 05, 2024.

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 Nishant Jawasa & Associates, Practicing Company Secretary, 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:

The observation made in the Auditors' Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

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 endeavor to comply with the applicable regulations both in letter and spirit in the future.

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.

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

(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 employee's 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.

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.

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.

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

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's 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.

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under the third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis: NIL

2. Details of contracts or arrangements or transactions at Arm's length basis: