1. We have audited the accompanying financial statements of Esha Media Research Limited (“the
Company") which comprise the Balance Sheet as at 31s1 March, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash
Flows for the year ended on that date and a summary of material accounting policies and other
explanatory information (hereinafter referred to as “financial statements”).
2. In our opinion and to the best of our information and according to the explanations given to us, except
for the possible effects of the matters described in the Basis for Qualified Opinion Paragraph, 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 the Indian Accounting Standards (Ind
AS) prescribed under section 133 of the Act and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31si March, 2025, the loss and total comprehensive income,
changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
3. 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 member 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 regularizing the non-compliances with
section 73 and 74 of the Act.
Considering the above, our opinion on 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 nine-months ended 31st December, 2024.
4. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. 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
together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Material uncertainty related to going concern
5. Attention is invited to note 54 of notes to the financial statements which indicate 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 31s1 March, 2025. These conditions indicate the
existence of a material uncertainty that may cast doubt about entity’s 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 nine-months
ended 31s1 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) 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.
7. Attention is invited to note 32 of notes to the financial statement which states that the Company is in the
process of regularizing 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
Key Audit Matter
8 Except for the matters described in the Basis for Qualified Opinion paragraph and Material Uncertainty
Related to Going Concern, we have determined that there are no key audit matters to communicate in
our independent auditor's report.
Information other than the financial statements and Auditor’s Report Thereon
9. 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 Annexures to Board’s Report and Shareholder’s information, but does not include the
financial statements and our independent auditor’s report thereon. These reports are expected to be made
available to us after the date of this independent auditor's report.
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.
When we read these reports, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance.
Responsibilities of Management and Board of directors for the Financial Statements
10 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 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 in
t accordance with the Ind AS and accounting principles generally accepted in India. 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.
In preparing the financial statements, the management and the Board of Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as applicable, 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 to do so
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the audit of the 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 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 control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Linder section 143(3)(i) of the Act, we are also responsible
for expressing our 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 appropriateness of management and Board of Directors 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.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
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 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.
Other matter
12. The financial statements of the Company for the year ended 31st March, 2024 were audited by another
auditor whose report dated 27th May, 2024 expressed an unmodified opinion. We have relied on the said
financial statement for the purpose of confirming the opening balances of assets, equity and liabilities as
on 1sl April, 2024 in respect of the year under audit. Our opinion is not modified in respect of the above
matter.
Report on Other Legal and Regulatory Requirements
13 As required by the Companies (Auditor's Report) Order, 2020 (the “Order") issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in the “Annexure I" a statement on
the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
14. As required by Section 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 of our knowledge and belief were necessary for the purposes of our audit;
b. Except for the possible effects of the matters stated in the Basis of Qualified Opinion paragraph and
matters stated in the paragraph 14(j)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014, in our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account;
d. Except for the possible effects of the matters stated in the Basis of Qualified Opinion paragraph, in
our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133
of the Act;
e. In our opinion, the matters described in the Basis for Qualified Opinion paragraph and going concern
matter described in 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 in Basis for Qualified Opinion paragraph, on the basis of the written
representations received from the directors as on 31st March 2025, taken on record by the Board of
Directors, none of the directors are disqualified as on 31st March 2025 from being appointed as a
director in terms of Section 164(2) of the Act except in case of one director whose representation is
pending to be received;
g. The qualification relating to the maintenance of accounts and other matters connected therewith are
already 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(j)(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014;
h. With respect to adequacy of internal financial 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 on the adequacy and operating effectiveness
of the Company’s internal financial controls with reference to financial statements;
i. With respect to the other matters to be included in the Auditor's Report in accordance with the
requirements of Section 197(16) of the Act:
In our opinion and to the best of our information and according to the explanations given to us. the
remuneration paid by the Company to its Whole-time director during the year is in accordance with
the provisions of Section 197 read with Schedule V to the Companies Act; and
j. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules. 2014. as amended, in our opinion and to the best of
our information and according to the explanations given to us:
i. The Company does not have any pending litigation which would impact its financial 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 contracts including derivative contracts for which
there were any material foreseeable losses:
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, 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 or entity, including
foreign entity (“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, that, to the best of its knowledge and belief, no funds
have been received by the Company from any person or entity, including foreign entity
(“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;
(c) Based on the audit procedures that have been 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) above,
contain any material misstatement. Also, refer note 46 of notes to the financial statements.
v. The Company has not declared or paid dividend during the year. Hence our comments on
compliance with section 123 of the Companies Act, 2013 do not arise
vi. Based 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 (edit
log) facility however the same has been operated from 18th November, 2024 for all transactions
recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with. Since the audit trail feature was enabled
during the year, our comment on preservation of audit trail for financial year 2023-24 does not
arise.
For N. A. Shah Associates LLP
Chartered Accountants
Firm's Registration No.: 116560W/W100149
Bhavin Kapadia
Partner
Membership No : 118991
UDIN: 25118991BMJHPP5762
Place: Mumbai
Date: 28th May, 2025
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