INDEPENDENT AUDITOR’S REPORT

To the members of Esha Media Research Limited
Report on the Audit of the Financial Statements
Opinion

We have audited the accompanying financial statements of Esha Media Research Limited (“the
Company”), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Profit
and Loss (including Other Comprehensive Income), and the Statement of Cash Flows and the
Statement of changes in equity for the year ended on that date, and notes to the financial statements,
including 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 other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023,
and its profit, total comprehensive income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are
further described in the Auditor’s 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 (ICAI) together with the independence requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the Rules
made there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

• The Company’s 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,
Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not include the financial statements and our
auditor’s report there on.

• 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 and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial
statement

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of 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 statement of changes of equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS )
referred to in Section 133 of Companies Act 2013 read with Companies ( Indian Accounting
Standards ) Rules 2015 as amended.

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.

Auditor’s Responsibilities for the Audit of the Financial Statements

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 auditor’s 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:

• 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.

• Obtain an understanding of internal financial controls 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 system 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 management.

• Conclude on the appropriateness of management’s 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 Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s 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 auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going
concern.

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 auditor’s 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

1. As required by section 143(3) of the Companies Act 2013, we report that:

a) We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.

c) The Balance Sheet and Statement of Profit and Loss including Other Comprehensive
Income, the Cash flow Statement and the statement of changes in equity dealt with by
this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financials comply with the Accounting Standards specified
under of Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2023,
and taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2023, from being appointed as a director in terms of sub section (2) of section
164 of the Companies Act, 2013.

f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate report
in “Annexure A”; Our report expresses an unmodified opinion on the adequacy and
operating effectiveness on the Company’s internal financial controls over financial
reporting.

i. The company has disclosed the impact of pending litigation on its financial
position in its financial statements.

ii. The Company does not have any derivatives contracts. Further there are no long
term contracts for which provisions for any material foreseeable losses is required
to be made.

iii. There are no amounts pending that are required to be transferred to Investor
Education and Protection Fund.

iv. (a) The management has represented, to the best of their knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, to the best of their knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been received
by the company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the company shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures performed by us, which has considered
reasonable and appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub-clause (i) and (ii)
of rule 11(e) as provided under (a) and (b), contain any material mis-statement.

v. The company hasn’t declared any Dividend for the current year.

2. As required by the Companies (Auditor’s Report) Order, 2020, issued by the department of
company affairs, in tenns of section 143 (11) of the companies Act, 2013, we give in the
“Annexure B” a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent
applicable.

For NSVR & ASSOCIATES LLP,

Chartered Accountants
FRN No.008801S/S200060

V- CA, ofimW* )*)]

V Gangadhara Rao N
Partner

Membership Number: 219486
UDIN: 23219486BGQCVY9917

Date: 29 May 2023
Place: Hyderabad