onesource techmedia ltd Directors report

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31^st March, 2023.

1. Results of our Operations:

The Companys financial performance for the year ended 31^st March, 2023 is summarized below:

(Amount in Lakhs)

Particulars	FY 2022-2023	FY 2021-2022
Revenue from Operations	1,130.24	461.06
Other Income	14.83	3.53
Total Income	1,145.07	464.59
Total Expenses	1,128.87	560.86
Profit Before Tax & Extraordinary Items	16.20	(96.27)
Tax Expense
-Current Tax		-
-Deferred Tax Liability/(Assets)	(16.97)	43.30
Net Profit for the Year	33.17	(139.57)

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a Net Profit of Rs. 33.17 lacs as compared to Net Loss of Rs. 139.57 Lacs in previous year. Your Directors are continuously looking for avenues for future growth of the Company in Media and Entertainment Industry. b. Change in Nature of Business:

During the year under review, there has been no change in the nature of the business of the Company.

c. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the Company for furthering the growth of the Company.

d. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

e. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of section 125(2) of the Companies Act, 2013 is not applicable to the Company. f. Details relating to deposits, covered under Chapter V of the Companies Act, 2013:

S.No. Particulars	Details
1 Accepted during the year	NIL
2 Remained Outstanding or unpaid or unclaimed as at the end of the year	NIL
3 Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:	No
a at the beginning of the year
b maximum during the year	NA
c at the end of the year	NIL

g. Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The Company has not accepted any deposits which are not in compliance with the provisions of the Chapter V of the Companies Act, 2013. h. Particulars of Loans, Guarantees or Investments:

As per Section 186 of the Companies Act, 2013, the company has not granted any loan, given any guarantee to any individual / corporate, or made any investments during the year under review.

i. Particulars of contracts or arrangements made with related parties:

The Company has entered into related party transaction and the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 is appended as Annexure I. The Policy on Related Party Transaction can be viewed on our website https://sdctech.in/InvestorRelation.php?act=Policy

j. Variation in market Capitalization:

During the financial year under review, the shares of the Company were frequently traded. The variation in the Market Capitalization of the Company as on 31st March 2023 is as follows:

Particulars	As at 31st March, 2023	As at 31st March, 2022	Increase / Decrease
			in %
Market Value per share	10.68	14.10	(24.25)
No. of Shares	64,92,500	64,92,500	-
Market Capitalization	6,93,39,900	9,15,44,250	(24.25)
EPS	0.51	(2.15)	123.72
Price earnings ratio	20.94	(6.55)	419.31
Percentage increase/decrease with the last IPO	in the Market Price of the Shares in comparison		(23.71)

k. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure II to this report. l. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. the directors have 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 at the end of the financial year and of the profit and loss of the Company for that period; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) 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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. m. Recommendations of the Audit Committee:

During the year under review, the Board accepted all the recommendations made by the Audit Committee.

2. Human Resource Management:

To ensure good human resources management at SDC Techmedia Limited, we focus on all aspects of the employee life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogues through our communication channels to ensure that the feedback reaches the relevant teams, including the leadership. a. Particulars of employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure III to this report. There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure with respect to Details of the Top 10 employees as on 31^st March, 2023 in pursuance to Rule 5(2) & Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this report. The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees. b. Key Managerial Personnel: i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

Mr. Fayaz Usman Faheed (DIN: 00252610) - Managing Director of the Company. ii. Company Secretary cum Compliance Officer:

During the year under review, Ms. Kanchar Jhawar was the Company Secretary cum Compliance Officer of the Company. However, she resigned w.e.f 18^th July, 2022 from the said position. Subsequently, Mr. Chandramouli Banerjee was appointed as the Company Secretary cum Compliance Officer of the Company w.e.f 18^th July, 2022.

iii. Chief Financial Officer:

At the beginning of the financial year, Mrs. Hemalatha K was the Chief Financial Officer, who continued to be the Chief Financial Officer of the company till 30^th September, 2022. Subsequently, Ms. Pakriswamy Saraswathy was appointed as the Chief Financial Officer of the Company w.e.f 31^st March, 2023.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At SDC Techmedia Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015, the compliance of Regulation 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a listed entity having 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 & for a listed entity which has listed its specified securities on the SME Exchange. As the securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

a. Compliance Department:

Mr. Chandramouli Banerjee is the Company Secretary cum Compliance Officer of the Company. The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

The following changes took place in the Composition of Board of Directors of the Company till the date of this report:

i. The Shareholders at the 14^th Annual General Meeting of the Company held on 27^th December, 2022 approved the following: a. Re-appointment of Mrs. Samia Faheed (DIN: 02967081), who retired by rotation. ii. In compliance with the Companies Act, 2013 the following directors are proposed to be appointed/re-appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company: a. Re-appointment Mrs. Samia Faheed (DIN: 02967081) who retires by rotation and being eligible has offered herself for re-appointment. b. Re-appointment of Mr. Fayaz Usman Faheed (DIN: 00252610) as Managing Director of the Company from 01^st October, 2023 to 30^th September, 2028. c. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013: i. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the Directors:

Mr. Fayaz Usman Faheed is being paid a Fixed Remuneration of Rs. 2,20,000/- per month.

ii. Details of Fixed Component and Performance linked incentives along with the performance criteria:

The Company currently pays remuneration to only the Executive Directors. The Company does not pay any remuneration in whichever name so called to its Non-Executive Directors. The entire remuneration being paid to the Executive Director contains Fixed Component. iii. Service Contract, Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with the Executive Director. Thus there is no Fixed Notice Period or Severance Fees. iv. Stock Option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable:

The Company currently does not have any stock option scheme for its Employees or Directors.

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy that sets out the approach to diversity of the Board of Directors. The Board Diversity Policy can be viewed on our website: https://sdctech.in/InvestorRelation.php?act=Policy. e. Details with regard to meeting of Board of Directors of the Company: i. Composition of the Board of Directors as on the date of this Report is mentioned below:

Name of the Director	DIN	Designation	Category
Mr. Fayaz Usman Faheed	00252610	Managing Director	Executive Director
Mrs. Samia Faheed	02967081	Director	Non-Executive Director
Mr. Baskaran Sathya Prakash	01786634	Director	Independent Director
Mr. Vasudevan Sridharan	07487245	Director	Independent Director

ii. Meeting of Board of Directors and Attendance During the Year:

During the FY 2022-2023, 9 (nine) meetings of the Board of Directors of the Company were held on 06^th May, 2022, 18^th July, 2022, 27^th July, 2022, 05^th September, 2022, 20^th September, 2022, 14^th November, 2022, 25^th November, 2022, 06^th February, 2023 and 30^th March, 2023. The gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors meetings was as follows:

Name of the Director	Attendance Particulars		No. of Director- ships in	No. of Chairmanship/ Membership of Board Committees in other Companies#
	Board	Last	other Public	Chairman	Member
	Meetings	AGM	Company*
Mr. Fayaz Usman Faheed	9	Yes	-	-	-
Mrs. Samia Faheed	9	Yes	-	-	-
Mr. Baskaran Sathya Prakash	9	Yes	2	-	2
Mr. Vasudevan Sridharan	9	Yes	-	-	-

Mr. Vasudevan Sridharan 9 Yes - - -

Note:

*The Directorships held by the Directors as mentioned above do not include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013. #In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has been considered. f. Policy on directors appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2023, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is a Non-Executive Director and the other 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board can be viewed on our website https://sdctech.in/InvestorRelation.php?act=Policy. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy. g. Declaration by Independent Directors:

The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013, from the Independent Director(s) that, they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of Board of Directors of the Company, Independent Directors of your Company holds highest standards of integrity and are highly qualified, recognized and respected individually in their respective fields. The composition of Independent Directors is the optimum mix of expertise (including financial expertise), leadership and professionalism. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures. Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Insider Trading") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code for Fair Practice), Tentative Schedule of upcoming Board and Committee meetings. The Company through its Executive Directors/Key Managerial Personnel conduct programs/presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Thus, such programs/presentations provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors can be viewed on our website: https://sdctech.in/InvestorRelation.php?act=Policy. i. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

As the Company has not appointed any Independent Directors during the year under review, the Board is of the opinion that provisions of Section 134(q) of Companies Act, 2013 read along with rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 does not apply. j. Boards Committees:

Currently, the Board has two committees: Audit Committee and Nomination & Remuneration Committee. Both the committees are appropriately constituted. A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is as follows: i. Composition of the Committees of the Board as on the date of this Report is mentioned

Name of the Committee	Name of the Member	Position in the Committee
	Mr. Vasudevan Sridharan	Chairman
Audit Committee	Mr. Baskaran Sathya Prakash	Member
	Mr. Fayaz Usman Faheed	Member
	Mr. Vasudevan Sridharan	Chairman
Nomination and
	Mr. Baskaran Sathya Prakash	Member
Remuneration Committee
	Mrs. Samia Faheed	Member

ii. Meeting of Audit Committee and Attendance during the year:

During the year under review, the Audit Committee Meetings were held 5 times viz., 06^th May, 2022, 27^th July, 2022, 14^th November, 2022, 25^th November, 2022, 06^th February, 2023 and the attendance of the members at the Audit Committee Meetings were as follows:

	Attendance Particulars
Name of the Director	Meetings Held during his/her tenure	Meetings Attended during his/her tenure
Mr. Vasudevan Sridharan	5	5
Mr. Baskaran Sathya Prakash	5	5
Mr. Fayaz Usman Faheed	5	5

iii. Meeting of Nomination and Remuneration Committee and Attendance during the year:

During the year under review, the Nomination and Remuneration Committee Meetings were held 4 times viz., 18^th July 2022, 20^th September, 2022, 25^th November, 2022 and 30^th March, 2023 and the attendance of the members at the Nomination and Remuneration Committee Meetings were as follows:

	Attendance Particulars
Name of the Director	Meetings Held during his/her tenure	Meetings Attended during his/her tenure
Mr. Vasudevan Sridharan	4	4
Mr. Baskaran Sathya Prakash	4	4
Mrs. Samia Faheed	4	4

k. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013. The board evaluated the performance of the Board of Directors after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual 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, performance of non-independent directors, performance of the board as a whole was evaluated, the same was discussed in the board meeting that followed the meeting of the Independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed. l. Listing:

The equity shares of SDC Techmedia Limited (Scrip Code: 535647) are listed at BSE SME Platform. Your Company paid the Listing Fees to the Exchange for FY 2022-2023 as well as for FY 2023-2024 in terms of listing agreement entered with the said Stock Exchange.

m. Insider Trading:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company. The said policy can be viewed on our website: https://sdctech.in/InvestorRelation.php?act=Policy.

4. Auditors: a. Statutory Auditor:

M/s. Ray & Ray, Chartered Accountants (Firm Registration No. 301072E), Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 30^th December, 2021 to hold office for a term of 5 years i.e. from the conclusion of the 13^th Annual General Meeting till the conclusion of the 18^th Annual General Meeting of the Company to be held in the calendar year 2026.

b. Secretarial Auditors:

The Board of Directors had appointed M/s. Jain Sonesh & Associates, (Membership No: F9627; COP: 11865) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2022-2023. The Secretarial Audit Report for the FY 2022-2023 is appended as Annexure V to this report. c. Internal Auditors:

The Board of Directors had appointed M/s. SBSB & Associates as the Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2022-2023.

d. Cost Auditors:

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Audit is not applicable to your Company.

e. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made: i. By the Statutory Auditors in the Audit Report: a. The Company has made provision for gratuity during the year for which no actuarial valuation report has been obtained. We are unable to comment whether the provision made is sufficient to cover the future liability and consequently, its financial impact in the profit & loss account in the absence of such report.

It is herewith stated that the Company was not aware of the requirement to obtain the actuarial valuation report while making provision for gratuity. The Company is in the process of obtaining the report and the same shall be produced to the auditors in the due course of time.

b. The company has not been deducting or remitting Professional tax. Hence, the impact in the profit and loss account is not ascertainable.

It is herewith stated that the Company post Covid, the company had to recruit new employees and due to the oversight of the new employees that said professional tax has neither been deducted nor remitted. The Management is taking steps to deposit the same with the authorities in the due course. c. We have not received direct balance confirmations from the trade receivables, trade payables and advance from customers and advances to suppliers, capital advances for which we were unable to perform alternative audit procedures for confirmation. In such circumstances, we are unable to comment on the correctness of the balances in the accompanying financial statements.

It is herewith stated that the alternative audit procedure is outside the control of the company and its management, as the response by the third party to the Auditors directly can only be solicited but not enforced. However, the management have tried its best to obtain and provide the balance confirmations from majority of the entities to the auditors of the Company. d. The Company has maintained records for fixed assets. However, particulars like location and quantity is not being maintained in the fixed assets register.

It is herewith stated that the Company is in the process of updating the fixed assets records with the necessary details w.r.t., location and quantity and the same shall be produced to the auditors in the due course of time. e. The inventories have been physically verified by the Management during the year. In our opinion, the frequency of physical verification and the procedure of verification followed by the Management is reasonable and adequate. The Management has represented that there were no discrepancies observed during the physical verification. In our opinion, the Company has not maintained the proper records of inventory.

It is herewith stated that the Company is in the process of updating its inventory records and the same shall be produced to the auditors in the due course of time. f. The Company is generally regular in depositing undisputed statutory dues except for few delays observed viz., Goods and Services Tax, Provident Fund, Employees State Insurance, Profession tax, Tax Deducted at Source and any other material statutory dues applicable to it to the appropriate authorities. Instances of such delays which are outstanding for a period of more than six months from the last day of the financial year are as follows.

*Employees Provident Fund, Employee State Insurance and Tax on employment are neither deducted from the eligible employees nor contributed by the company for the year ended 31.03.2021 amounting Rs.2,26,213, Rs.37,037 and Rs.69,900 respectively.

Name of the Statute Income Tax Act, 1961

Nature of dues TDS defaults (including short deductions, short payments and corresponding interest and late fees)

Period to Amount which it in Rs. relates 5,57,314 Various years

Due Date -

Date of Payment -

It is herewith stated that the company did not have adequate resources to provide / pay for Employees Provident Fund, Employee State Insurance and Tax on employment. Further, w.r.t, the delay and defaults in TDS, the management is in the process of implementing a better system in place to avoid such issues in the future.

ii. By the Secretarial Auditors in the Secretarial Audit Report:

a. In terms of Regulation 29(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a Company is required to submit to the Stock Exchange, prior intimation w.r.t., holding of board meeting for declaration of Financial Results atleast 5 days in advance (excluding the date of intimation and date of the meeting), however the Company submitted the prior intimation dated 27^th June, 2022 & 26^th July, 2022 to BSE for holding the Board Meeting for declaration of Financial Results on 30^th June, 2022 and 27^th July, 2022 respectively. Thus, the Company has not complied with the provisions of Regulations 29(2) of SEBI (LODR) Regulations, 2015. Accordingly, BSE levied fine/s in accordance with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 and the same was paid by the Company.

It is herewith stated that the finalization of Financial statements for the half year and year ended 31^st March, 2022 took inordinate delay (the details of the same are provided in the next point). Accordingly, the Board deemed it appropriate to call the Board Meeting at shorter notice and release the results as soon as possible.

b. In terms of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a Company is required to submit to the Stock Exchange, Audited Financial Results for the Financial Year within a period of 60 days from the end of the financial year, However the Company submitted the Audited Financial Results for the Financial Year ended 31st March, 2022 on 27^th July, 2022 to BSE. Thus, the Company has not complied with the provisions of Regulations 33 of SEBI (LODR) Regulations, 2015. Accordingly, BSE levied fine in accordance with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 and the same was paid by the Company. The Company in accordance with BSE Circular 20220331-52 dated 31st March, 2022 has submitted a waiver application dated 19^th September 2022 to BSE for waiver of fine levied by BSE on the Company. The said waiver application is still pending with BSE for disposal.

Please find hereinbelow the sequence of events which lead to delayed in Finalizing the Financial Statements for the Half Year and year ended 31st March 2022:

The Management of Company had scheduled a Board Meeting on 30^th May 2022 for the purpose of finalizing, approving and adopting the audited Standalone Financial Statements for the Half Year and Year ended 31^st March 2022. However, due to the failure of the IT system of the company, the Management of Company couldnt complete the audit process and thus the Management of the Company was forced to cancel the aforesaid Board Meeting.

Thereafter the Management of the Company on 27^th June 2022, rescheduled the Board Meeting on 30^th June 2022 for the purpose of finalizing, approving and adopting the audited Standalone Financial Statements for the Half Year and Year ended 31^st March 2022. However, the Statutory Auditors of the Company informed the Board of Directors of the Company that one of the Partners of the Audit Firm have tested positive for Covid-19 and accordingly the Auditors could not issue the Audit Report. Due to the aforesaid reasons it became highly impossible for the Management of the Company to finalize, approve and adopt the audited Standalone Financial Statements for the Half Year and Year ended 31^st March 2022 and thus the Management of the Company was forced to cancel the aforesaid Board Meeting.

Thereafter the Management of the Company on 26^th July, 2022 after receiving confirmation from the Auditors of the Company about the wellbeing of the all the Partners and employees of the Audit Firm and also the possibilities of issuance of the Audit Report re-scheduled the Board Meeting on 27^th July, 2022 to finalize, approve and adopt the audited Standalone Financial Statements for the Half Year and Year ended 31^st March 2022

Accordingly, The Board of Directors of the Company at its Board Meeting held on 27^th July, 2022, finalized, approved and adopted the Standalone Audited Financial Statements of the Company for the Half year and year ended 31st March, 2022 and the same was deiminated to the Stock Exchange.

Further in the light of the above misfortunate events that transpired, the Board deemed that it would be in the best interest of the Company to apply to the Stock Exchange for a waiver of fine levied on the Company for delay in submission of the Financial Results. Accordingly, on 19^th September, 2022 the Company submitted its application to BSE for waiver of Fine. The said waiver application as on the date of this report is still pending with BSE for disposal.

f. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

g. Internal Financial Control:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. h. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and has mitigation plans for each risk identified. The Risk Management Policy of the Company can be viewed on our website: https://sdctech.in/InvestorRelation.php?act=Policy.

i. Vigil Mechanism:

The Company has established a mechanism for Directors and Employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Companys Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Whistle Blower Policy is available on our website https://sdctech.in/InvestorRelation.php?act=Policy.

5. Subsidiaries, Associates and Joint Ventures:

The Company neither has any Subsidiary/Associate Company nor does it have Joint Venture with any entity.

6. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during the immediately preceding financial year are required to constitute a CSR committee and since our Company does not meet the criteria as mentioned above, the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company. a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo: i. Conservation of Energy:

(i) The steps taken or impact on conservation of energy	Energy consumption is minimal and optimized. The Company is making all efforts to keep the energy consumption at optimum levels.
(ii) The steps taken by the Company for utilizing alternate sources of energy
(iii) The capital investment on energy conservation equipments

ii. Technology Absorption:

(i) The efforts made towards technology absorption
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year):
(a) The details of technology imported
	NIL
(b) The year of import
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) The expenditure incurred on Research and Development.	The Company has not conducted any research and development activity during the year under review.

iii. Foreign Exchange Earnings & Outgo:

Particulars	Amount in Rs.
Expenditure in Foreign Currency	NIL
Earnings in Foreign Currency	NIL

7. Others: a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published in the website of the Company that can be accessed through the following link https://www.sdctech.in/InvestorRelation.php?act=Financials. b. 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:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution. c. Details of application made or any proceeding pending under the Insolvency and Bankrupt Code, 2016 (31 Of 2016) during the year along with their status as at the end of the Financial Year:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016. d. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. e. Disclosure of Certain types of Agreements binding the Listed Entity: Information required to be disclosed under clause 5A of Paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

The Company has not entered into such agreements as which could impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

f. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this policy. As stipulated under Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up an Internal Complaints Committee. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

g. Secretarial Standards:

The Company herewith confirms that during the year under review, the Company has complied with all the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India. h. Soliciting Shareholders Information:

This is to inform you that the Company is in the process of updation of records of the shareholders in order to reduce the physical documentation as far as possible. With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone No. and E-mail ID in our records. We would also like to update your current signature records in our system. Further, in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20^th April, 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16^th July, 2018 have requested all the listed companies to comply with the procedures mentioned in the Circulars. To achieve this, we solicit your co-operation in providing the following details to us: a. If you are holding the shares in dematerialized form, you may update all your records with your Depository Participant (DP). b. If you are holding shares in physical form, you may provide the following: i. Folio No. ii. Name iii. Pan No. iv. E-mail ID v. Telephone No. vi. Specimen Signatures (3 in Nos.) i. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08^th June, 2018 the shares of the Company can be transferred only in dematerialised form w.e.f. December 05, 2018 and thus with a view to facilitate seamless transfer of shares in future and as advised by the Stock Exchanges, the shareholders holding shares in physical form are advised to dematerialise their shareholding in the Company. j. Issue of Equity Share Capital:

During the year under review, the Company has not made any further issue of shares and the share capital remains same as at the end of previous year. k. Utilization of the Proceeds from IPO:

Issue Open	May 17, 2013 - May 21, 2013
Issue Type	Fixed Price Issue IPO
Issue Size	2,000,000 Equity Shares of Rs.10 Each
Issue Size	Rs. 280.00 Lakhs
Face Value	Rs. 10 per Equity Share
Issue Price	Rs. 14 per Equity Share
Market Lot	10,000 Equity Shares
Listing At	BSE SME Platform

IPO Proceeds and Net Proceeds :

Particulars	Amount (in Rupees)
Issue Proceeds	2,80,00,000.00
Less : Issue Related Expenses	46,87,000.00
Net Proceeds	2,33,13,000.00

The Shareholders of the Company in their 14^th Annual General Meeting held on 27^th December, 2022 approved the variation in the terms of the objects to the issue as referred in the prospectus dated 04^th May, 2013 which was approved at the Extra-Ordinary General Meeting of the Company held on 29^th November, 2012.

The New Objects to the issue are as under:

Particulars	Amount in Rs.	Status
Deposits for acquisition of contents	5,51,000.00	Already Utilised
Brand Building and General Corporate purposes	24,00,000.00	Already Utilised
Purchase of Fixed Assets (i.e. 4K Projectors)	2,03,62,000.00	Already Utilised
Issue Expenses	46,87,000.00	Already Utilised

Utilization of the Net Proceeds:

Amount (in Rupees)

Particulars	As on 31st March, 2023	As on 31st March, 2022
Deposits for acquisition of contents	5,51,000.00	5,51,000.00
Brand Building and General Corporate purposes	29,51,000.00	24,00,000.00
Purchase of Fixed Assets (i.e. 4K Projectors)	2,03,62,000.00	2,03,62,000.00

l. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting, or otherwise. b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. c. Issue of Bonus Shares. d. Issued any securities that are convertible into equity shares at a future date and nor any such shares are outstanding previously. e. Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company. f. Redemption of Preference Shares and/or Debentures. g. Buyback of any of its securities and

As at the end of the previous financial year, none of the Directors of the Company held instruments convertible into equity shares of the Company.

8. Cautionary Statement:

Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the Companys operations, but it is not exhaustive as they contain forward-looking statements that are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.

9. Acknowledgement:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

By order of the Board of Directors FOR SDC TECHMEDIA LIMITED

	Sd/-	Sd/-
	FAYAZ USMAN FAHEED	SAMIA FAHEED
DATE : 31.08.2023	(DIN: 00252610)	(DIN: 02967081)
PLACE : CHENNAI	MANAGING DIRECTOR	DIRECTOR