SDC Techmedia Ltd Directors Report

Dear Members,

We are pleased to present the report on our business and operations for the year ended March 31, 2026.

1. Results of our Operations :

The Companys financial performance for the year ended March 31, 2026 is summarized below:

(Amount in Lakhs)

Particulars	FY 2025-2026	FY 2024-2025
Revenue from Operations	944.19	1,093.39
Other Income	10.16	23.72
Total Income	9
Total Expenses	1,170.05	1,086.67
Profit/(Loss) Before Tax & Extraordinary Items	(215.70)	30.43
Prior Period Items	-	-
Profit/(Loss) Before Tax	(215.70)	30.43
Tax Expense
-Current Tax	-	-
-Deferred Tax Liability/(Assets)	(4.11)	(4.41)
Net Profit/(Loss) for the Year	(211.59)	34.84

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned Net Loss of Rs. 211.59 lacs as compared to Net Profit of Rs. 34.84 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 b e viewed on o ur website https://www.sdctech.in/InvestorRelation.phpRsact=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 March 31, 2026 is as follows:

Particulars	As at 31 st March, 2026	As at 31 st March, 2025	Increase / Decrease in %
Market Value per share	18.90	5.56	239.93
No. of Shares	64,92,500	64,92,500	-
Market Capitalization	12,27,08,250	3,60,98,300	239.93
EPS	(3.26)	0.54	(703.70)
Price earnings ratio	(5.79)	10.29	(156.31)
Percentage increase/decrease in the Market Price of the Shares in comparison with the last IPO			35.00

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 March 31, 2026 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:

Mr. Chandramouli Banerjee - Company Secretary cum Compliance Officer of the Company

iii. Chief Financial Officer:

Ms. Pakriswamy Saraswathy - Chief Financial Officer of the Company.

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 17 th Annual General Meeting of the Company held on September 30, 2025 approved the following:

a. Re-appointment of Mrs. Samia Faheed (DIN: 02967081), who retired by rotation.

ii. The Board of Directors of the Company approved the following: a. Taking note of resignation of Mr. Baskaran Sathya Prakash (01786634) from the directorship of the Company w.e.f the closing hours of October 03, 2025.

b. Mrs. Megha Saraf (11365899), subject to shareholders approval at Annual General Meeting, has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on November 14, 2025.

c. Taking note of resignation of Mr. Vasudevan Sridharan (07487245) from the directorship of the Company w.e.f the closing hours of May 07, 2026. d. Ms. Kanchan Jhawar (11701589), subject to shareholders approval at Annual General Meeting, has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on May 07, 2026.

iii. In compliance with the Companies Act, 2013 the following director is proposed to be appointed/reappointed 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. Appointment of Ms. Megha Saraf (11365899) as Independent Director. c. Appointment of Ms. Kanchan Jhawar (11701589) as Independent Director

c. 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 v iewed o n our https://www.sdctech.in/InvestorRelation.phpRsact=Policy. d. 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
Ms. Megha Saraf	11365899	Additional Director	Independent Director
Ms. Kanchan Jhawar	11701589	Additional Director	Independent Director

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

During FY 2025-2026, 6 (six) meetings of the Board of Directors of the Company were held on May 29, 2025, May 30, 2025, September 03, 2025, October 03, 2025, November 14, 2025, February 15, 2026. 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		No. of Director- ships in other	No. of Chairmanship/ Membership of Board Committees in other Companies #
Particulars	Board Meetings	Last AGM	Public Company*	Chairma n	Member
Mr. Fayaz Usman Faheed	6	Yes	-	-	-
Mrs. Samia Faheed	6	Yes	-	-	-
Mr. Baskaran Sathya Prakash 1	4	Yes	NA	NA	NA
Mr. Vasudevan Sridharan 2	6	Yes	NA	NA	NA
Mrs. Megha Saraf 3	1	No	-	-	-
Ms. Kanchan Jhawar 4	-	No	-	-	-

Note:

1. Mr. Baskaran Sathya Prakash (01786634) has resigned from the directorship of the Company w.e.f the closing hours of October 03, 2025

2. Mr. Vasudevan Sridharan (07487245) has resigned from the directorship of the Company w.e.f the closing hours of May 07, 2026

3. Ms. Megha Saraf (11365899), has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on November 14, 2025.

4. Ms. Kanchan Jhawar (11701589), has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on May 07, 2026.

* 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.

e. 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 March 31, 2026, 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 Director. 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 o n our website https://www.sdctech.in/InvestorRelation.phpRsact=Policy. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

f. 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.

g. 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 v iewed o n o ur https://www.sdctech.in/InvestorRelation.phpRsact=Policy.

h. 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 appointed an Independent Directors during the year under review, the Board is of the opinion that there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. 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.

i. 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 below:

Name of the Committee	Name of the Member	Position in the Committee
	Ms. Kanchan Jhawar	Chairman
Audit Committee	Ms. Megha Saraf	Member
	Mr. Fayaz Usman Faheed	Member
Nomination and Remuneration Committee	Ms. Kanchan Jhawar	Chairman
	Ms. Megha Saraf	Member
	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., May 29, 2025, May 30, 2025, September 03, 2025, November 14, 2025, February 15, 2026 and the attendance of the members at the Audit Committee Meetings were as follows:

Name of the Director	Attendance Particulars
	Meetings Held during his/her tenure	Meetings Attended during his/her tenure
Mr. Vasudevan Sridharan 2	5	5
Mr. Baskaran Sathya Prakash 1	4	4
Mr. Fayaz Usman Faheed	5	5
Ms. Megha Saraf 3	1	1
Ms. Kanchan Jhawar 4	-	-

Note:

1. Mr. Baskaran Sathya Prakash (01786634) has resigned from the directorship of the Company w.e.f the closing hours of October 03, 2025

2. Mr. Vasudevan Sridharan (07487245) has resigned from the directorship of the Company w.e.f the closing hours of May 07, 2026

3. Mrs. Megha Saraf (11365899), has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on November 14, 2025 and further she was inducted into the Audit Committee as a Member effective the same date.

4. Ms. Kanchan Jhawar (11701589), has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on May 07, 2026 and further she was inducted into the Audit Committee as its Chairperson effective the same date.

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

During the year under review, the Nomination and Remuneration Committee Meeting was held 3 (Thrice) viz. September 03, 2025, October 03, 2025, November 14, 2025, and the attendance of the members at the Nomination and Remuneration Committee Meeting was as follows:

Name of the Director	Attendance Particulars
	Meetings Held during his/her tenure	Meetings Attended during his/her tenure
Mr. Vasudevan Sridharan 2	3	3
Mr. Baskaran Sathya Prakash 1	3	3
Mrs. Samia Faheed	3	3
Ms. Megha Saraf 3	-	-
Ms. Kanchan Jhawar 4	-	-

Note:

1. Mr. Baskaran Sathya Prakash (01786634) has resigned from the directorship of the Company w.e.f the closing hours of October 03, 2025

2. Mr. Vasudevan Sridharan (07487245) has resigned from the directorship of the Company w.e.f the closing hours of May 07, 2026

3. Mrs. Megha Saraf (11365899), has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on November 14, 2025 and further she was inducted into the Nomination and Remuneration committee as a Member effective the same date.

5. Ms. Kanchan Jhawar (11701589), has been appointed by the Board of Directors of the company as Additional (Non-Executive Independent Director) as on May 07, 2026 and further she was inducted into the Nomination and Remuneration committee as its Chairperson effective the same date.

j. 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.

k. 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 2025-2026 as well as for FY 2026-2027 in terms of listing agreement entered with the said Stock Exchange.

l. 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://www.sdctech.in/InvestorRelation.phpRsact=Policy.

4. Auditors: a. Statutory Auditor:

M/s. Ray & Ray , Chartered Accountants (Firm Registration No. 301072E), are proposed to be re-appointed as Statutory Auditors of the Company at the Annual General Meeting to be held on September 30, 2026 to hold office for a term of 5 years i.e. from the conclusion of the 18 th Annual General Meeting till the conclusion of the 23 rd Annual General Meeting of the Company to be held in the calendar year 2031. b. Secretarial Auditors:

The Board of Directors at its meeting held on September 03, 2025 have appointed M/s. Jain Sonesh & Associates , (Membership No: F9627; COP: 11865), Practicing Company Secretaries, as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial Audit of the Company for the Financial Year 2025-26.

The Secretarial Audit Report for FY 2025-2026 is appended as Annexure V to this report. c. Internal Auditors:

The Board of Directors had appointed M/s KAMG & Associates, Chartered Accountants as the Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2025-2026. 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. We draw attention to Note No. 15, out of total trade receivables of Rs.7,65,85,542, year-end direct balance confirmation in respect of trade receivables amounting to Rs 6,57,05,628 was not made available to us. Provision for Doubtful receivables as perceived by the management has been made for an aggregate amount of Rs. 1,01,00,555. In the absence of confirmation of balances for the remaining receivables of Rs. 5,56,05,073, we are unable to confirm the adequacy of provision made, and the consequential effect of the balance receivables not provided for, if any, in the financial results for the year.

It is herewith stated that issue and receipt of the Confirmation of balances from the Entities forming part of the Trade Receivables is beyond the control of the Company, as the same depends on various factors which are internal to the respective entities. Further the Company has already identified entities which are likely to default in payment of the dues and accordingly have created provision for the same. Further the Company is of the opinion that trade receivables net of provisions is recoverable to the complete extent of their respective dues.

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

a. In terms of the provisions of Section 149(10) and (11) of the Companies Act, 2013, an Independent Director shall hold office for a term of up to five consecutive years and shall be eligible for reappointment for a second term of five consecutive years; however, no Independent Director shall hold office for more than two consecutive terms. One of the Independent Directors of the Company had completed his second consecutive term on 31/03/2024. However, the said Director continued to hold office beyond the permissible tenure till October 03, 2025 and the Company has appointed a new Independent Director in his place as on November 14, 2025. Thus, the Company has not complied with the provisions of Section 149(10) and (11) of the Companies Act, 2013.

The Board notes the observation regarding non-compliance with Section 149(10) and (11) of the Companies Act, 2013 arising from the continuation of an Independent Director beyond the permissible tenure. The delay in appointing a replacement Independent Director was attributable to the time taken to identify a suitable candidate. The vacancy was regularised through the appointment of a new Independent Director on November 14, 2025, and the Company is presently compliant with the applicable provisions of the Act.

b. Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company was required to constitute Qualified and a n Independent Audit Committee. However, it was observed that the Composition of the Audit Committee was not in accordance with the provisions of the Act, since 01/04/2024, due to inadequate number of Independent Directors on the Board as the term of Mr. Baskaran Sathyaprakash as Independent Director has expired on 31/03/2024 and accordingly the other provisions relating to the Audit Committee could not be complied with up till November 14, 2025.

The Board notes the observation regarding non-compliance with the composition requirements of the Audit Committee under Section 177 of the Companies Act, 2013. The non-compliance was consequential to the vacancy in the position of Independent Director. Upon appointment of the requisite Independent Director on November 14, 2025, the Audit Committee was duly reconstituted and brought into compliance with the provisions of the Act.

c. Pursuant to the provisions of Section 178 of the Companies Act, 2013 the Company was required to constitute a Nomination and Remuneration Committee. However, it was observed that the Composition of the Nomination and Remuneration Committee was not in accordance with the provisions of the Act, since 01/04/2024, due to inadequate number of Independent Directors on the Board as the term of Mr. Baskaran Sathyaprakash as Independent Director has expired on 31/03/2024 and accordingly the other provisions relating to the Nomination and Remuneration Committee could not be complied with up till November 14, 2025.

The Board notes the observation regarding non-compliance with the composition requirements of the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. The non-compliance arose consequent to the vacancy in the position of Independent Director. Following the appointment of the requisite Independent Director on November 14, 2025, the Committee was duly reconstituted and is now in compliance with the applicable provisions of the Act.

d. In terms of Regulation 13(3) 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, Statement on redressal of investor grievances for the June Quarter within a period of 30 days from the end of the Quarter, However the Company filed the Statement on redressal of investor grievances for the quarter ended June 30, 2025, with BSE on August 23, 2025. Thus, the Company delayed the filing of Statement on redressal of investor grievances for the Quarter ended June 30, 2025, by Twenty-Three days. Accordingly, BSE levied fine of Rs.23,000/- in accordance with SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, and the same was paid by the Company.

The Board acknowledges the delay of 23 days in filing the Statement on Redressal of Investor Grievances for the quarter ended June 30, 2025, under Regulation 13(3) of the SEBI (LODR) Regulations, 2015. The delay was due to an inadvertent oversight in the compliance reporting process. The Company has since filed the required statement with BSE and paid the fine of 23,000 levied by the Stock Exchange. The Board has reviewed the matter and has advised the Compliance Departement to further strengthen the internal compliance framework and monitoring systems to ensure strict adherence to statutory and regulatory timelines and to prevent recurrence of such instances in the future.

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 o ur website: https://www.sdctech.in/InvestorRelation.phpRsact=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://www.sdctech.in/InvestorRelation.phpRsact=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	Not Applicable
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):	NIL
(a) The details of technology imported
(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.phpRsact=Return.

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. Gender-wise composition of employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on 31 st March, 2026:

Particulars	Status
(a) Number of Male Employees	48
(b) Number of Female Employees	06
(c) Number of Transgender Employees	Nil

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

g. Disclosure under the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace. In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has adopted a policy and constituted an Internal Complaints Committee (ICC) to redress and resolve any complaints arising under the POSH Act.

During the financial year under review:

Particulars	Status
(a) Number of complaints of sexual harassment received during the year	Nil
(b) Number of complaints disposed off during the year	Nil
(c) Number of cases pending for a period exceeding ninety days	Nil

h. Compliance with the Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees by applicable laws.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

i. 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.

j. 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 April 20, 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated July 16, 2018 have requested all the listed companies to comply with the procedures mentioned in the Circulars. To achieve this, we solicit your cooperation 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.)

k. 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. l. 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.

m. 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
(DIN: 00252610)	(DIN: 02967081)
MANAGING DIRECTOR	DIRECTOR

Date : August 31, 2026
Place : Chennai