1. We have audited the accompanying Financial Statements of Adcounty Media India Limited (Formerly Known as
Adcounty Media India Private Limited) (“the Company”), which comprise the Balance Sheet as at March 31, 2025,
and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity
and the Statement of Cash Flows for year then ended, and notes to the Financial Statements, including a summary
of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Financial Statements give the information required by the Companies Act, 2013 (“the Act") in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2025, and total comprehensive income (comprising of profit and
other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. 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 other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the Financial Statements of the current period. These matters were addressed in the context of our audit of the
Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

We have determined that there is no key audit matter to be communicated in our report.

Other Information

5. The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report, but does not include the Financial Statements and our auditor’s report
thereon. The annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the Financial Statements does not cover the other information and we will 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
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein,
we are required to communicate the matters to those charged with governance and appropriate action as
applicable under the relevant laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

6. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to
the preparation of these Financial Statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of 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.

7. In preparing the Financial Statements, management is 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 management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

8. 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.

9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
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. Under Section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls with reference 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 management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

• 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.

10. 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.

11. 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.

12. From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Financial Statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

13. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure B” 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) 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) 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), the 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) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as
a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

(g) 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 has disclosed the impact of pending litigations on its financial position in its Financial
Statements.

ii. The Company was not required to recognise a provision as at March 31, 2025 under the applicable law or
accounting standards, as it did not have any material foreseeable losses on long-term contracts. The
Company did not have any derivative contracts as at March 31, 2025.

iii. There has been no delay in transferring amounts, 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, as disclosed in the

notes to the Financial Statements, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

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

(c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend
for the year.

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 and the
same has operated throughout the year for all relevant 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. Additionally, the audit trail has been preserved by the company as per the statutory requirements
for record retention.

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the provisions of and limits laid down under section 197 read
with Schedule V to the Act.

For Amit Ramakant & Co.

Chartered Accountants

Firm Registration Number: 009184C

Amit Agarwal
Partner

Membership Number: 077407
UDIN: 25077407BMJBEL1930
Place: Jaipur
Date: May 28, 2025