We have audited the accompanying Financial Statements of M/s. SDC TECHMEDIA LIMITED ("the Company") which
comprises the balance sheet as at March 31, 2024, 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, 2024, and its loss and its
cash flows for the year ended on that date.
Basis of Qualified Opinion
We draw attention to Note No. 7 on long term provisions of the accompanying financial statements for provision for
gratuity made during the year for which actuarial valuation report has not been obtained. We are unable to comment
whether the provision made is sufficient to cover the future liability and consequently its impact in the profit & loss
account in the absence of such report.
We draw attention to Note No. 9 on Provision for Professional Tax, the company has made an adhoc provision of INR
11.91 lakhs the adequacy of the same is not established. Hence, the impact in the profit and loss account is not
ascertainable.
We draw attention to Note Nos. 9 & 15 on advance from customers and trade receivables for which the confirmations of
balance are not provided to us for our verification. Hence, we are unable to ascertain any consequential effect of the
same in the profit and loss account.
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 entily(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 only from 30.3.24 to 31.3.24 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 2023-24.
For RAY & RAY
Chartered Accountants
Firm’s Registration Number: 301072E
Sd/-
CA. V RAMAN
Partner
Membership No.019839
Place : Chennai
Date : 31-05-2024
UDIN : 24019839BKBZQZ8486
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