We have audited the accompanying Financial Statements of M/s. SDC TECHMEDIA LIMITED (“the Company") which comprises the
balance sheet as at March 31, 2025, the Statement of Profit and Loss for the year then ended, and statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of the significant accounting policies (hereinafter referred to
as "the financial statements”) and in accordance with the accounting principles generally accepted in India, including the Accounting
Standards prescribed under section 133 of the Act, as applicable.
In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matters
described in the Basis for the aforesaid Qualified the information financial statements required by the Companies Act, 2013 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 its loss and its cash flows for the year ended on that date.
Basis of Qualified Opinion
1) We draw attention to Note Nos. 9 & 15, out of total trade receivables of Rs.7,25,40,290, year-end direct balance confirmation
in respect of trade receivables amounting to Rs 6,62,87,400 was not made available to us. Provision for Doubtful
receivables as perceived by the management has been made for an aggregate amount of Rs. 1,06,87,415. In the absence of
confirmation of balances for the remaining receivables of Rs. 5,55,99,985, 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.
2) We draw attention to Note No. 9 on Provision for Professional Tax of Rs. 11.91 lakhs made in previous years. This remains
to be paid as at the end of the year under audit. The impact of Interest/Penalty if any, that may accrue on account of this
liability in the profit & loss a/c is not ascertainable.
3) We draw attention to Note No. 7 on long term provisions of the accompanying financial statements for provision for gratuity
made during the year, in our opinion the parameters considered for the determining the liability does not cover all
employees. This could impact the gratuity liability and the consequential impact, if any, in the Profit and Loss A/c could not
be ascertained/quantified.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. 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 Companies Act, 2013 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 qualified audit opinion on the financial statements.
Management Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act”) with
respect to the preparation of these financial statements that give a true and fair view of the state of affairs, loss and cash flows of the
company in accordance with the other accounting principles generally accepted in India. 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 statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
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.
The Board of Directors is also responsible for overseeing the company’s financial reporting process.
Auditor's Responsibility for the Audit of the Financial Statements
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.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, we report that:
We have sought except for the matters described in the paragraph on Emphasis of matter, all the information and
explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
a. Except for the matter described 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.
b. The Balance Sheet, the Statement of Profit and Loss for the year then ended and the statement of cash flows for
the year then ended, dealt with by this Report are in agreement with the books of account.
c. In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
d. On the basis of the written representations received from the directors as on March 31, 2024 taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a
director in terms of Section 164 (2) of the Act.
e. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure A”.
f. 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, in our opinion and to the best of our information and according to
the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company
g. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”), as amended, 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.
h. In our opinion and to the best of our knowledge and belief and as represented to us by the Company, other than
as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other source 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 as per Clause
(e)(i) of Rule 11 of Companies Audit and Auditors Rules, 2014.
i. In our opinion and to the best of our knowledge and belief and as represented to us by the Company, other than
as disclosed in the notes to the accounts, 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, 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 as per Clause (e)(ii) of Rule 11 of
Companies Audit and Auditors Rules, 2014.
j. Based on such audit procedures as considered reasonable by us, we have not come across anything to believe
that the representations made by the Company for Clause (i) & (j) as above contain any material misstatement.
k. No dividend has been declared or paid by the Company during the year.
l. 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 & the same has
operated 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 for the aforesaid period. Additionally,
the audit trail has been preserved by company as per the statutory requirements for record retention. However,
in our opinion, proper books of accounts stating true & fair states of affairs of the Company, as required under
Sec 128(1) of the Companies Act, 2013 has been maintained by the company for the financial year 2024-25.
For RAY & RAY
Chartered Accountants
Firm’s Registration Number: 301072E
Sd/-
CA. V RAMAN
Partner
Membership No.019839
Place: Chennai
Date: 30.05.2025
UDIN: 25019839BMIDNC9092
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