Your directors have the pleasure of presenting their 43^rd Annual Report together with the Audited Accounts of the Company for the Year ended 31^st March 2026.

FINANCIAL RESULTS:

OPERATIONAL REVIEW:

The Company recorded a turnover of Rs. 232.27 Lakhs during the year under review as against 316.27 Lakhs in the previous year. The net profit after tax is Rs 47.63 Lakhs as against a loss of Rs (362.64) Lakhs in the previous year.

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 ending 31^st March 2026.

TRANSFER TO RESERVES:

Your directors do not propose any amount to be transferred to the Reserves for the year ended 31^st March 2026.

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 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.

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

The 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 a 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 unauthorised use. The management regularly reviews the internal control systems and procedures.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are not applicable to your Company as your Company has not earned a net profit of Rs. 5 crores or more during the immediately preceding financial year, nor has the net worth of Rs. 500 crores or more, nor the turnover of the Company was of Rs. 1000 crores or more for the previous financial year.

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 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of your Company consists of 3 Members, of whom 1 is an Executive Director, and 2 are Non-Executive Directors, including 2 Independent Directors.

During the year under review, the following changes took place in the composition of the Board of Directors:

Resignation:

1. Mr. Shishir Dileep Joshi - Independent Director - with effect from February 13, 2026. Appointment:

1. Ms. Dimple Joshi - Additional Independent Director - with effect from February 13, 2026.

After the closure or period under review, the following Directors and KMPs have been appointed and resigned with effect from 22nd April 2026.

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 directors during the year.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board is of the opinion that the Independent Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors of the Company.

BOARD EVALUATION:

The annual performance evaluation was carried out, which included evaluation of the Board, Executive Directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED:

The Annual Return of the Company as on March 31, 2026, is available on the Company’s website and can be accessed at https://eshamedia.com/investor-relations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act, and Rules made thereunder in the management of the Company during the financial year under review

The Company is covered under the provisions 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 Directors.

MEETINGS OF THE BOARD:

During the year under review 06 Board Meetings 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.

Dates of Board Meetings: 28/05/2025, 06/08/2025, 08/08/2025, 05/09/2025, 12/11/2025 and 13/02/2026.:

SHARE CAPITAL:

During the Financial Year 2025-26, there was no change in the share capital of the Company, either by way of Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any investment or given any loans or provided any guarantees under the provisions of section 186 of the Companies Act, 2013 during financial year under review and hence the said provisions are not applicable.

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. 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.

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 as Annexure -II.

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 Financial Year 2026 till the date of this report.

COST RECORDS:

The provisions relating to maintenance of cost records and cost audit as per section 148 of the Companies Act, 2013, are not applicable to the Company.

A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [14 OF 2013]ALONG WITH THE FOLLOWING DETAILS:-

(a) Number of complaints of sexual harassment received in the year; - NIL

(b) Number of complaints disposed of during the year; and -NIL

(c) Number of cases pending for more than ninety days -NIL

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 energy. Your Company is not using any foreign technology.

B] Foreign Exchange Earnings and Outgo:

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

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instances 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.

COMPLIANCE UNDER MATERNITY BENEFIT ACT, 1961:

Your Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961. EMPLOYEE RELATIONS:

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

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. N.A Shah Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company from the date of 11^th January 2024 to hold office till the conclusion of the 46^th Annual General Meeting to be held in the year 2029.

However, after the closure of the financial year under review, M/s. N.A Shah Associates LLP has tendered their resignation with effect from May 14, 2026 and M/s S K Patodia & Associates LLP, Chartered Accountants, has been appointed as the statutory auditors of the Company to fill the casual vacancy in the Board Meeting held on May 14, 2026.

SECRETARIAL AUDIT:

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. MSDS & Associates, Practising Company Secretaries, 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 Statutory Auditor in his report:Auditor Qualified Opinion:

1. As disclosed in Note 15.1 to the financial statements, the Company is in the process of regularising the non-compliances as per sections 73 and 74 of the Act. The consequential financial impact of the non-compliances will be recognised in the books of account upon final resolution of the matter. This matter was also qualified in the earlier year.

Management’s Response:

The Company acknowledges the auditor’s observation regarding the outstanding interest-free unsecured loan liability of ?98.50 lakhs from a member as on 31st March, 2026.

The Company has settled the loan liabilities with the ex-director during the year ended March 31, 2026. Further, the Company is actively engaged with the concerned member for obtaining waiver and settlement of the matter and is taking necessary steps towards regularisation of the non-compliances under Sections 73 and 74 of the Act and appropriate actions will be taken in the current financial year (2026-27).

Any financial impact arising from waiver, settlement, or compliance regularisation will be duly recognised in the books of account in accordance with applicable accounting standards once the matter is resolved.

2. Attention is invited to note 51 of notes to the financial statements which indicate that the Company has accumulated losses, the net worth of the Company is fully eroded, and the Company’s current liabilities exceeds its current assets. These conditions indicate there is 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 audit report for the financial year ended 31st March 2025.

Management’s Response:

The management acknowledges the Company's accumulated losses, erosion of net worth, and current liabilities exceeding current assets. As of September 1, 2025, the management has already initiated concrete steps to strengthen the financial position of the Company

The promoters and management have resolved to raise fresh funds through a combination of Share Warrants and Equity Shares. The planned capital infusion is part of a broader strategy to not only stabilize the Company’s balance sheet but also to fund growth initiatives. This includes strengthening operational capacity, expanding market presence, and ensuring long-term sustainability of business operations

Management believes that the Company will be able to meet its obligations and continue its operations and achieve growth in the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

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.

Auditor’s qualification remarks:

i. Nomination and Remuneration Committee is not constituted as required under Section 178 of the Companies Act, 2013, as it comprises 2 non-executive directors and one executive director, as against the requirement that all members of the Committee should be nonexecutive directors.

ii. Hundred per cent of the shareholding of promoter(s) and promoter group is not in dematerialisedform as required under clause 31(2) of SEBI (LODR) Regulations, 2015.

iii. Names of all independent directors do not appear in the data bank of independent directors maintained by the Institute of Corporate Affairs as required under Section 150 of the Companies Act, 2013, read with Rule 6 of Companies (Appointment & Qualification of Directors) Rules, 2014.

iv. The website of the Company is not updated as required under Regulation 46 of SEBI (LODR) Regulation, 2015.

v. The newspaper advertisements published by the Company in respect of the financial results for the quarters ended March 31, 2025, June 30, 2025 and December 31, 2025 did not contain the Quick Response (QR) Code and the details of the webpage where the complete

financial results were accessible to investors, as required under Regulation 47(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. The outcome of the Board Meeting held on May 28, 2025, is not uploaded to the stock exchange.

vii. The Company has not paid the annual listing fees to the Stock Exchange(s) within the prescribed period of 30 days for the financial year 2025-26.

viii. The Company had outstanding unsecured loans received from an erstwhile director and a member. The loan balance includes amounts received after cessation of directorship and loans accepted under the erstwhile Companies Act, 1956, which continue to remain outstanding. Accordingly, the Company has not fully complied with the provisions of Sections 73 and 74 of the Companies Act, 2013 in respect of acceptance and repayment of deposits/amounts deemed to be deposits.

ix. The Statutory Auditors have reported certain qualifications/observations in their Audit Report for the financial year ended March 31, 2026. The management has provided its explanations and proposed corrective actions in the Directors' Report.

Management’s Response:

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.

The Company has appointed additional independent directors in the meeting held on April 22, 2026, subject to members approval and also reconstituted Nomination and Remuneration Committee which comprises all its member as non-executive directors.

The Company is actively trying to communicate with the untraceable promoter(s) and promoter group to dematerialised their shareholding as required under clause 31(2) of SEBI (LODR) Regulations, 2015.

The Company has taken note of the observation. Most of the information required under Regulation 46 of SEBI (LODR) Regulations, 2015 has since been updated on the Company's website. Further, the Company is in the process of revamping its website to enhance compliance and disclosure standards. Necessary corrective actions have been initiated, and the Company is committed to ensuring complete and ongoing compliance with the applicable regulatory requirements.

Further, your directors assure you that it shall endeavour to timely comply with the all applicable regulations both in letter and spirit in the future.

BUSINESS RISK MANAGEMENT:

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.

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of business of Company. PARTICULARS OF EMPLOYEES:

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.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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 OF THE END OF THE FINANCIAL YEAR:

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.

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

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

CAUTIONARY NOTE:

The statements forming part of the Director’s Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances, or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forwardlooking statements.

ACKNOWLEDGEM ENTS:

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.