We are pleased to present the report on our business and operations for the year ended 31^st March, 2025.

1. Results of our Operations:

The Company’s financial performance for the year ended 31^st March, 2025 is summarized below:

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a Net Profit of Rs. 34.83 lacs as compared to Net Loss of Rs. 299.84
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:

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=Policv.

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 2025 is as follows:

k. Management's Discussion and Analysis:

Management’s 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. Director's 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, 2025 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 organization's
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 16^th Annual General Meeting of the Company held on 30^th September, 2024 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 director is 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.

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 viewed on our website: https://sdctech.in/InvestorRelation.php?act=Policv.

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:

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

During the FY 2024-2025, 6 (six) meetings of the Board of Directors of the Company were held on 01^st April,
2024, 30^th May, 2024, 31^st May, 2024, 02^nd September, 2024, 14^th November, 2024 and 06^th February, 2025. The
gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors
meetings was as follows:

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.

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 31^st March, 2025, 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 Director’s 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/InvestorRe1ation.php?act=Po1icv. 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 Company’s 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 Program for
Independent Directors can be viewed on our website: https://sdctech.in/InvestorRelation.php?act=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 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.

i. Board's 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:

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

During the year under review, the Audit Committee Meetings were held 6 times viz., 01^st April, 2024, 30^th May,
2024, 31^st May, 2024, 02^nd September, 2024, 14^th November 2024 and 06^th February, 2024 and the attendance
of the members at the Audit Committee Meetings were as follows:

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 1(once) viz., 02^nd
September, 2024 and the attendance of the members at the Nomination and Remuneration Committee Meeting
was as follows:

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 2024-2025 as well as for FY 2025-2026 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://sdctech.in/InvestorRelation.php?act=Policv.

. 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 at its meeting held on September 02, 2024 have appointed M/s. Jain Sonesh & Associates,
(Membership No: F9627; COP: 11865), Practicing Company Secretary Firm 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 2024-25.

The Secretarial Audit Report for the FY 2024-2025 is appended as Annexure V to this report.

c. Internal Auditors:

The Board of Directors had appointed M/s KAMG & Associates, Chartered Accountants (Formerly Roy & Sen) as the
Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial
Year 2024-2025.

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 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.

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.

b. 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.

It is herewith stated that the impact of interest/penalty shall be accounted for during the financial
year 2025-2026.

c. 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.

It is herewith stated that the provision created for the Gratuity is sufficient.

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 has completed his second consecutive
term on 31st March 2024. However, the said Director continued to hold office beyond the permissible tenure
without reappointment or formal cessation, and the Company has not appointed a new Independent Director
in his place. Thus, the Company has not complied with the provisions of Section 149(10) and (11) of the
Companies Act, 2013.

It is herewith stated that the Company is in process of identifying an appropriate candidate for the
position of Independent Director.

b. Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company was required to
constitute Qualified and an 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 since then.

It is herewith stated that the Company is in process of identifying an appropriate candidate for the
position of Independent Director.

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 since then.

It is herewith stated that the Company is in process of identifying an appropriate candidate for the
position of Independent Director.

d. 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,
2024 on 31th May, 2024 to BSE. Thus, the Company delayed the finalisation and filing of the Audited
Financial results for the financial year ended 31st March, 2024 by one day and thus has not complied with
the provisions of Regulations 33 of SEBI (LODR) Regulations, 2015. Accordingly, BSE levied fine of Rs.5900/-

(Including GST) 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 there was a delay of one day in the adoption and approval of Financial
statements for the year ended 31^st March, 2024 due to non-finalisation of financial statements by the
Audit Committee over some queries raised by them. The meeting for finalization of Financial
Statements originally held on 30^th May, 2024 was adjourned on 31^st May, 2024 and the Financial
Statements for the for the year ended 31^st March, 2024 were adopted and approved on 31^st May, 2024.
Hence there was delay in submission of Audited Financial Results for the Financial Year ended 31st
March, 2024 by one day.

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 Company's 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 Company’s
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 Director’s and Employee’s 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 Company’s 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=Policv.

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:

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ii. Technology Absorption:

iii. Foreign Exchange Earnings & Outgo:

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 Company’s 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, 2025:

This disclosure reinforces the Company’s 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:

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 Shareholder's 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.)

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.

n. 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 Company's 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.

o. 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 Company’s 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 : 03.09.2025 (DIN: 00252610) (DIN: 02967081)

PLACE : CHENNAI MANAGING DIRECTOR DIRECTOR