DIRECTORS' REPORT

TO THE MEMBERS

Dear Members,

Your directors have pleasure in presenting their 40^thAnnual Report together with the Audited Accounts of
the Company for the Year ended March 31, 2023.

OPERATIONAL REVIEW:

The Company recorded a turnover of Rs. 7.88 Lacs during the year under review as against 20.27 Lacs in
the previous year. The net loss after tax is Rs.18.24 lacs as against a loss of Rs. 17.17 lacs 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 have 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 behavior 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 ended 31^st March 2023.

TRANSFER TO RESERVES:

Your directors do not propose any amount to be transferred to the Reserves for the year ended 31^st March
2023.

EXTRACT OF ANNUAL RETURN:

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.

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 crore,
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:

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.

PARTICULARS OF THE COMPANY’S SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANY:

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 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,
protections of resources and safeguarding of assets against unauthorized 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 31^st March, 2023, the
Committee comprises three Directors. Your Company has also adopted a CSR Policy.

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company for Financial
Year 2022-2023.

DIRECTOR’S 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 are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Independent Director:

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

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 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.

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:

Appointment / Resignation of Directors & KMP:

There was no appointment or resignation of Directors & KMP during the period under review. Further the
Board of Director of the Company at its meeting held on August 14, 2023, based on the recommendation
of 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
August 14, 2023 in place of Ms. Jyotii Mahadev Babar, who has opted to step down from the CFO
designation from the Company. The Board placed on record their appreciation for the valuable services
rendered by Ms. Jyotii Mahadev Babar.

In accordance with the provision of section 152(6) and article the Articles of Association of 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:

Nomination and Remuneration Committee

Stakeholders’ Relationship Committee

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 director 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 13^th February, 2023, 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 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 programmed 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.

REMUNERATION POLICY:

The company covered under 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 selection and appointment of Directors, Senior Management and their remuneration
including criteria for determining qualifications and independence of Director.

MEETINGS OF THE BOARD:

During the year 06 Board Meetings and 4 Audit Committee Meetings, 01 Nomination Remuneration
Committee and 01 Stakeholder Relationship Committee and Independent Director Committee were
convened and held. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

SHARE CAPITAL:

During the Financial Year 2022-23, 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.

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

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 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-1 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 Fiscal 2023 till the date of this report.

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 Company’s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING 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 the 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.

WHISTLE BLOWER POLICY:

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.

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

No case of sexual harassment was reported during the year.

EMPLOYEE RELATIONS:

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

Pursuant to the provisions of Section 139 of 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.

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 - II 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 self¬
explanatory 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.

BUSINESS RISK MANAGEMENT:

During the year, the company has developed and implemented 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 doing 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 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 - III.

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 AT THE END OF THE FINANCIAL YEAR:

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

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

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

ACKNOWLEDGEMENTS:

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.

For and on behalf of the Board of Directors

Sd/-

PLACE: Mumbai (Shilpa Pawar)

DATE: 04/12/2023 Chairperson