The Directors hereby present their 8^th Annual Report on the business and operations of Adcounty Media India Limited
(“the Company” or “Adcounty”) along with the audited standalone financial statements for the financial year ended
March 31, 2025.

1- financial highligHTS^^^^^^^^^^^^^^^^J

Your Company has prepared the financial statements for the financial year ended March 31, 2025, in terms of Section
129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the “Act”) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

The Company’s financial performance for the year ended March 31, 2025 is summarized below:

(Rs. In Lakhs)

During the financial year under review, your Company continues to create long- term value and there is remarkable
growth of the Company in the market. The major contributing factors towards the success of Adcounty is its
commitment to serve the customer and shareholders to their satisfaction. Your Company continues to focus on
efficiency and productivity for future readiness with cautious optimism.

Further details on the business overview and outlook and state of the affairs of the Company are provided in the
Management Discussion & Analysis Report which forms part of this Annual Report.

The Management at the operational level, with the extensive support of the employees, made it possible to achieve
the organizational activities at the desired levels / targets and the cumulative efforts turned the budgets into
achievements.

There is no change in the nature of business of the Company for the year under review.

Revenue and Profit

During the financial year under review, the total income of the Company stood at ? 6,958.04 lakhs as compared to
?4,313.22 lakhs in the previous financial year. The Net Profit after Tax (PAT) for the year amounted to ?1,375.01 lakhs
as against ? 818.44. lakhs in the previous year. Consequently, the Company recorded a marginal increase of 68.00 %
in Net Profit after Tax (PAT) during the financial year 2024-25.

During the financial year under review, your directors have not recommended any dividend to the shareholders of
the Company.

Your Board do not propose to transfer any amount to the General Reserve for the financial year ended March 31,
2025.

The Authorized Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty-Five Crores only) divided into
2,50,00,000(Two Crore Fifty Lakhs) Equity Shares of Rs.10.00 (Rupees Ten Only) each as on March 31,2025.

The Paid-Up share capital of the Company was Rs. 16,53,80,000 (Rupees Sixteen Crores Fifty-Three Lakhs Eighty
Thousand Only) divided into 1,65,38,000 (One Crore Sixty-Five Lakhs Thirty-Eight Thousand) Equity Shares of
Rs.10.00 (Rupees Ten Only) each as on March 31, 2025.

After the end of financial year, paid up share capital of the Company increased from Rs. 1,65,38,000 (One Crore Sixty
Five Lakh Thirty-Eight Thousand Only) to Rs. 2,25,01,200. (Two Crore Twenty-Five Lakh One Thousand and Two
Hundred only) pursuant to the IPO- initial Public Offer in the month of July, 2025.

Your Directors are glad to inform you that, your company has entered into the securities market through Initial Public
Offering (IPO). The Public Issue comprised of fresh issue of 59,63,200 equity shares of Rs.10/- each at a premium of
Rs 75/- per share aggregating to Rs 5,068.72 lakhs.

The equity shares of the Company are listed on SME platform of BSE and commenced trading on exchange w.e.f. July
04, 2025. The listing marked a significant milestone in the Company's growth journey and enhanced its visibility and
credibility in the public domain. The Company has duly paid the annual listing fees to the Stock Exchange for the
financial year 2025-26.

The equity shares of the Company are under compulsory dematerialized trading in accordance with the regulations
of the Securities and Exchange Board of India (SEBI). The Company has made necessary arrangements with both the
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate the
demat facility for its shareholders.

As on March 31, 2025, 100% of the Company’s equity shares are held in dematerialised form.

The Company does not have any Wholly Owned Subsidiary or Subsidiary as on March 31, 2025. Accordingly, the
provisions relating to preparation of consolidated financial statements under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

The standalone financial statements of the Company and all other documents required to be attached to this Annual
Report have been uploaded on the website of the Company at www.adcountymedia.com.

Since the Company does not have any subsidiary, the requirement of formulating a Policy for determining ‘Material
Subsidiary’ is not applicable.

During the financial year under review, AdCounty Media India Limited has carried out its operations independently
without any Wholly Owned Subsidiary, Subsidiary, Associate or Joint Venture Company. Accordingly, the provisions
relating to consolidated financial statements under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

The Company continues to focus on strengthening its core business operations and enhancing its market presence.
All financial results presented in this Annual Report pertain to the standalone performance of the Company.

In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure
of the financial year to which the financial statements relate till the date of this report, affecting the financial position
of the Company.

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed
by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Pursuant to the provisions of Section 186 of the Companies Act, 2013 and the applicable rules made thereunder, as
well as Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of
investments made by the Company during the financial year under review are disclosed in the financial statements
forming part of this Annual Report.

During the year under review, the Company has not granted any loans, provided any guarantees, or offered any
security in terms of Section 186 of the Companies Act, 2013.

The Company has framed a Policy on Materiality of Related Party Transactions and on Dealing with Related Party
Transactions in accordance with the provisions of the Companies Act, 2013 (“the Act”) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Policy ensures that proper
procedures are in place for the identification, approval, reporting, and disclosure of related party transactions. The
Policy is also available on the Company’s website at www.adcountymedia.com.

During the year under review, all contracts, arrangements, and transactions entered into by the Company with
related parties were in the ordinary course of business, and on an arm’s length basis.

All related party transactions of a repetitive nature and those proposed to be entered into during the financial year
were placed before the Audit Committee for its prior omnibus approval. A statement of such transactions, as
approved, was placed before the Audit Committee for quarterly review.

It is hereby confirmed that none of the transactions entered into with related parties were prejudicial to the interests
of the Company. On the contrary, these transactions were aligned with the Company’s business objectives and
contributed to operational efficiency and growth.

In terms of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars
of contracts or arrangements with related parties in the prescribed format are provided in Form AOC-2 for the
financial year ended March 31, 2025, which forms part of this Report as Annexure A.

As on March 31, 2025, the composition of the Board of Directors was in accordance with the provisions of Section 149
of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive
and Independent Directors. As on the date of this Annual Report, the Board of Directors of the Company consists of
8 members. The Board consists of Managing Director, Nonn-Executive-Non Independent Director, Whole time
Director and 3 Independent Directors.:

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

During the year under review, Ms. Vartika Dangayach (DIN: 08666407) was appointed as a Non-Executive, Non¬
Independent (Woman) Director of the Company with effect from June 14, 2024. The appointment was made in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

During the year under review, Mr. Prakash Chand Gupta (DIN: 03531946) was appointed as a Non-Executive,
Independent Director of the Company with effect from June 14, 2024. The appointment was made in compliance with
the provisions of the Companies Act, 2013 and the SEBI LODR Regulations.

During the year under review, Mr. Ujjval Sangtani (DIN: 10513580) was appointed as a Non-Executive, Independent
Director of the Company with effect from June 14,2024. The appointment was made in compliance with the provisions
of the Companies Act, 2013 and the SEBI LODR Regulations.

During the year under review, Mr. Pulkit Patel (DIN: 10515814) was appointed as a Non-Executive, Independent Director
of the Company with effect from June 14, 2024. The appointment was made in compliance with the provisions of the
Companies Act, 2013 and the SEBI LODR Regulations.

During the year under review, the designation of Mr. Aditya Jangid (DIN: 01655674) was changed to Chairman cum Joint
Managing Director of the Company with effect from June 14,2024.

During the year under review, the designation of Mr. Chandan Garg (DIN: 06422150) was changed to Joint Managing
Director of the Company with effect from June 14,2024.

During the year under review, the designation of Mr. Delphin Varghese (DIN: 08118274) was changed to Whole-time
Director of the Company with effect from June 14,2024.

During the year under review, the designation of Mr. Abbhivav Rajendra Jain (DIN: 07320363) was changed to Whole¬
time Director & CFO of the Company with effect from June 14,2024.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, and
Regulation 25 of the Listing Regulations, that they meet the criteria of independence as laid down under Section
149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and have
complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management.
In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgement and without any external
influence. The Company has received the declarations from all Independent Directors that they are exempted from
appearing in the test or they have passed the online proficiency exam as required by the Indian Institute of Corporate
Affairs (IICA) and also received the confirmation of their registration in the Independent Directors Database
maintained by the IICA, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in
Schedule IV to the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the
proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the
Rules made thereunder and are independent of the management.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company i.e.
https://www.adcountvmedia.com/v1/PDFFile/Policv/TermsAndConditionOfIDAppointment.pdf

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute
significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and
societal expectation.

In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has
put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and
responsibility as Directors, the working of the Company, nature of the industry in which the Company operates,
business model etc. and the Company Secretary brief the Directors about their legal and regulatory responsibilities
as Director. All new Independent Directors inducted into the Board attend an orientation program which enables

them to augment their knowledge & skills, so that they can discharge their responsibilities effectively and efficiently

The details of such familiarization programmes imparted to Independent Directors are posted on the website of the
Company and can be accessed at

www.adcountvmedia.com/v1/PDFFile/Policv/PolicvOnFamilirizationOfIndependentDirectors.pdf

Apart from the above, the Directors are also given an update on the environmental and social impact of the business,
corporate governance, developments and investor relations matters.

Pursuant to the provisions of the Act and Listing Regulations, performance evaluation has been carried out by the
Board, Nomination Remuneration Committee and by the Independent Directors on the basis of questionnaire. The
Board has carried out an annual performance evaluation of its own, individual Directors including Independent
Directors (without the presence of the director being evaluated) and its Committees.

Board evaluation was carried out on various aspects revealing the efficiency of the Board’s functioning such as
Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to
learn about the Company and its business, obligations and governance.

The performance of Committees was evaluated by the Board on parameters such as whether the Committees of the
Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish
all of its responsibilities, Committees maintain the confidentiality of its discussions and decisions.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on
parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board
deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry
expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level
of integrity & ethics.

Independent Director’s performance evaluation was carried out on parameters such as Director upholds ethical
standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest
of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation
process.

In their separate meeting, the Independent Directors had carried out performance evaluation of Non-Independent
Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the
Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which
is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.
The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current
year as well as in previous year

Statutory Auditors and their Report

M/s Amit Ramakant & Co., Chartered Accountants (Firm Registration Number 009184C), Jaipur who has given his
consent to be re-appointed as statutory auditor and certificate, be and is hereby re-appointed as Statutory Auditors,
from the conclusion of this Annual General Meeting till the conclusion of 11^th Annual General Meeting of the company
to be held for the financial year ended on March 31, 2028.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Financial Statements of the Company
for the financial year ended March 31, 2025. Further the Statutory Auditors have not reported any frauds under
Section 143(12) of the Act. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory
and therefore, do not call for any further explanation or comments from the Board.

Secretarial Auditor

The Company was not a listed entity as on March 31, 2025. The equity shares of the Company have been listed on the
BSE SME Platform of the Stock Exchange on July 4, 2025, and thus the provisions of Regulation 24A of SEBI (LODR)
Regulations, 2015 relating to secretarial audit are not applicable to SME listed entities. Therefore, the requirement
of Secretarial Audit for the financial year 2024-25 shall continue to be governed solely under the provisions of Section
204 of the Companies Act, 2013 and the rules made thereunder.

Further, pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors will appoint a
Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2025-26.

Internal Auditor

The provisions of Section 138 of the Companies Act, 2013 relating to appointment of Internal Auditor are not
applicable to the Company. Accordingly, no Internal Auditor has been appointed for the financial year 2024-25.

The Board of Directors on August 12,2025 has appointed M/s. P C Modi & Co., Chartered Accountants as Internal
Auditor of the Company for the FY 2025-26.

Presently, the board has four (4) committees i.e Audit Committee, Stakeholder Relationship Committee, Nomination
& Remuneration Committee, and CSR Committee, constitution of which are given below: - Committee details are
mentioned as on March 31,2025.

• Audit Committee

The Constitution of Audit Committee is as under

The Committee met 3 times during the year 2024-25 on 13/08/2024, 11/11/2024 and 10/02/2025 and the
recommendation as given by the Committee was accepted by the Board.

• Nomination and Remuneration Committee

The Constitution of Nomination and Remuneration Committee is as under:

The Committee met 1 time during the year 2024-25 on 13/08/2024.
• Stakeholders Relationship Committee

The Committee met 1 time during the year 2024-25 on 13/08/2024.

The Committee met 1 time during the year 2024-25 on 13/08/2024.

The Annual General Meeting (AGM) of the Company for the financial year ended March 31, 2024, was held on
September 30,2024.

During the year, Extra-Ordinary General Meeting (EGM) were also convened on May 30,2024, June 14,2024 and
July 25,2024.

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, your Company has established systems and procedures and has framed a Code of
Conduct to regulate, monitor and report trading by its designated persons and their immediate relatives and
procedures for fair disclosure of Unpublished Price Sensitive Information.

The trading window is closed during the time of declaration of results which prohibits the Directors of the Company
and other designated persons and their relatives to deal in the securities of the Company on the basis of any UPSI,
available to them by virtue of their position in the Company. The trading window is also closed on the occurrence of
any material events as per the code. The same is available on the Company’s website i.e.
https://www.adcountymedia.com/investors#policies.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism as per the provisions of Section 177 of
the Act, and Regulation 22 of Listing Regulations for Directors and Employees of the Company. Under the Vigil
Mechanism Policy, the protected disclosures can be made by a victim through an e-mail or a letter to the Chairperson
of the Audit Committee. The Policy provides for adequate safeguards against victimization of Directors and
Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform to Directors and Employees wishing to raise concerns
regarding any irregularity, misconduct or unethical matters / dealings within the Company, which may have a
negative bearing on the organization either financially or otherwise. The policy is available on the Company’s website
at the weblink www.adcountvmedia.com/v1/PDFFile/Policv/WhistleBlowerPolicv.pdf

During the financial year under review, no whistleblower event was reported and mechanism is functioning well and
it is affirmed that no personnel of the Company have been denied access to the Chairperson of the Audit Committee.

Corporate Social Responsibility (CSR)

The Company has implemented Corporate Social Responsibility Policy (“CSR Policy”) in accordance with the
provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility
Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on
approval of the Board of Directors of the Company. CSR Committee undertakes CSR activities in accordance with its
CSR Policy uploaded on the Company’s website at https://www.adcountymedia.com/investors#policies.

The Company has spent a sum of Rs. 16.00 lakhs towards CSR activities during the financial year under review. The
Annual Report on CSR activities for the Financial Year 2024-25 as required under Sections 134 and 135 of the Act read
with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies
(Accounts) Rules, 2014 is attached to this report as Annexure -B.

Nomination and Remuneration Policy

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, your Company has constituted a Nomination and Remuneration
Committee (“NRC”). Although the Company was not listed on any stock exchange as on March 31, 2025, the Board,
with a view to adopt better governance practices, has voluntarily constituted the Committee in line with the
requirements prescribed under the Act and the Listing Regulations.

Further, the Company has also formulated a Nomination and Remuneration Policy (“NRC Policy”) in accordance with
Section 178(3) of the Companies Act, 2013 for its Directors, Key Managerial Personnel (KMP) and Senior Management.
The policy lays down the criteria for determining qualifications, competencies, positive attributes and independence
for the appointment of a Director. It also provides guidelines to the NRC on matters relating to the appointment,
removal and remuneration of Directors, KMP and Senior Management of the Company.

The Policy also sets out a framework for effective evaluation of the performance of the Board, its Committees and
individual Directors. The said policy has been hosted on the website of the Company at:
https://www.adcountymedia.com/investors#policies

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013. Under the said Act, every
Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual working
in AdCounty’s premises through various interventions and practices. The Company always endeavors to create and
provide an environment that is free from discrimination and harassment including sexual harassment.

In terms of the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has in placed a robust policy for prevention of Sexual Harassment of Women at
workplace. The policy aims at prevention of harassment of employees as well as contract workers and lays down the
guidelines for identification, reporting and prevention of sexual harassment and your Company has also set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women
employee and follows the guidelines provided in the policy

The summary of the complaints received and disposed of related to sexual harassment during the year 2024- 25 is
provided below:

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors
hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the
year under review. All eligible female employees are extended maternity benefits in accordance with the Act,
including paid maternity leave, nursing breaks, and protection from dismissal during the maternity period. During
the review period, no instances of non-compliance were observed.

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Company has placed a copy of the Annual Return
as on March 31, 2025 on its website at https://www.adcountymedia.com/investors#annual-return

The Company has neither invited nor accepted or renewed any deposit amount falling within the purview of Section
73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014, during the year
under review. No amount of principal or interest was outstanding as on March 31, 2025. Hence, the requirement of
providing details relating to deposits and also of deposits which are not in compliance with Chapter V of the Act, is
not applicable.

The Company has adequate Internal Financial Controls (IFC) System operating effectively to ensure the orderly and
efficient conduct of its business including adherence to company polices, safeguarding of its assets, optimal
utilization of resources, prevention & detection of frauds and errors, accuracy & completeness of accounting records
and timely preparation of reliable financial information. The Internal Control is supplemented by the detailed
internal audit programme, reviewed by management and by the Audit Committee.

The standard controls defined in the IFC framework are reviewed by the Internal auditors and management
concurrently to strengthen the existing processes and activities of the company by way of formulating new guidelines
and incorporating necessary changes in the standard operating procedure of the Company.

Based on the results of assessments carried out by the management, no reportable or significant deficiencies, no
material weakness in the design or operation of any control was observed during the period. The Audit Report of the
Company does not contain any reportable weakness in the Company related to IFC. The internal financial controls
with reference to the Financial Statements are commensurate with the size and nature of business of the Company
and are operating effectively.

The Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as
stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached
to this report as Annexure C.

Your Company recognizes that its employees are the key drivers of growth and long-term sustainability. We continue
to foster a culture of performance, innovation, and accountability, while ensuring that our people are equipped with
the right skills, training, and opportunities to excel. Our HR practices are designed to create a motivated workforce
that contributes effectively towards the Company’s objectives.

The Company follows structured performance measurement practices such as Job Performance Analysis and other
Key Performance Indicators (KPIs), aligned to employee roles and responsibilities. Periodic evaluations are
conducted to assess efficiency, productivity, and goal alignment, thereby encouraging employees to deliver their
best and continuously improve.

As on March 31, 2025, the Company is not listed on any stock exchange in India. Accordingly, the disclosure as
required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the Board’s
Report and Financial Statements are being sent to the Members of the Company excluding the statement of
particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the
said statement may write to the Compliance Officer at cs@adcountymedia.com.

The said statement is also available for inspection by the Members at the Registered Office of your Company on all
days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. September 29, 2025 between 11:00 a.m.
to 5:00 p.m.

As on March 31, 2025, the Company was not listed on any stock exchange in India. The equity shares of the Company
were subsequently listed on the BSE SME Platform on July 04, 2025.

Accordingly, the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, relating to the submission of a Management Discussion and Analysis Report, were not applicable
to the Company for the financial year ended March 31, 2025.

However, in line with the Company’s commitment to uphold high standards of corporate governance and to ensure
greater transparency for stakeholders, the Management Discussion and Analysis Report has been voluntarily
prepared and attached as Annexure D to this Report.

As on March 31, 2025, the Company was an unlisted entity and accordingly, the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
relating to Corporate Governance were not applicable.

Subsequently, the equity shares of the Company were listed on the SME Platform of the Stock Exchange on July 4,
2025. In terms of the Listing Regulations, the provisions of Regulation 34(3) read with Part E of Schedule V, requiring
submission of a Corporate Governance Report and a certificate on compliance of conditions of Corporate
Governance, are not applicable to SME listed entities.

Notwithstanding the above, your Company remains committed to maintaining the highest standards of governance,
transparency, and accountability in all its operations.

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and the applicable Rules, the shares on which
dividend has not been paid or claimed by the shareholders for seven consecutive years or more, along with the
underlying unclaimed dividend, are required to be transferred to the Investor Education and Protection Fund (IEPF)
,established by the Central Government.

During the financial year under review, the Company did not transfer any amount of unpaid dividend to the IEPF, as
there was no unpaid or unclaimed dividend for the period specified under the Act.In compliance with the above
provisions, the company will appoint nodal officer for the purpose of coordination with the IEPF Authority and the
details of nodal officer will be made available on the website of the Company at www.adcountymedia.com

Business Responsibility and Sustainability Report (BRSR) for the Financial Year 2024-25 as stipulated under
Regulation 34(2)(f) of SEBI (LODR) Regulations is not applicable to the Company, since the provisions thereof are
applicable only to the top 1,000 listed entities (by market capitalization) as on 31^st March of every financial year.
Accordingly, no such report is required to be annexed with this Annual Report.

Your Company’s shares are listed at BSE SME on July 04, 2025 and the listing fee for the year 2025-26 has been duly
paid.

As required by Section 134(3) (c) of the Act, your Directors state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures.

b) the Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2025

c) The directors had 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the Company and that such internal
financial control is adequate and was operating effectively.

f) They had devised proper systems to ensure Compliance with the provisions of all the applicable laws and that
such systems are adequate and operating efficiently.

• The Company is in regular compliance of all the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose
the 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 is not applicable;

• There was no revision of financial statements and Board’s Report of the Company during the year under review;

• Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees; and

• There was no instance of one-time settlement with any Bank or Financial Institution.

Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all
functions as well as efficient utilization of the Company’s resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the
Company at all levels. Your Directors also wish to place on record their appreciation for the valuable cooperation and
support received from various Government Authorities, Banks/Financial Institutions and other stakeholders such as
members, customers and suppliers, among others. Your Directors also commend the continuing commitment and
dedication of employees at all levels which has been vital for the Company’s success.

The Board is deeply grateful to our investors and shareholders for the unwavering confidence and faith in us and
look forward to their continued support in future.

Date: 04/09/2025 For and on behalf of the Board of Directors

Place: JAIPUR FOR ADCOUNTY MEDIA INDIA LIMITED

CHANDAN GARG ADITYA JANGID

Joint Managing Director Chairman & Joint Managing Director

DIN:06422150 DIN:01655674