Directors Report of SDC Techmedia Ltd.

Mar 31, 2025

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:

Particulars	FY 2024-2025	FY 2023-2024
Revenue from Operations	1,093.39	1,037.40
Other Income	23.71	97.82
Total Income	1,117.10	1,135.22
Total Expenses	1086.67	1,524.72
Profit/ (Loss) Before Tax & Extraordinary Items	30.43	(389.49)
Prior Period Items	0.00	81.07
Profit/(Loss) Before Tax	30.43	(308.43)
Tax Expense
-Current Tax	0.00	0.00
-Deferred Tax Liability/ (Assets)	(4.40)	(8.59)
Net Profit/(Loss) for the Year	34.83	(299.84)

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:

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

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

The Company has not accepted any deposits which are not in compliance with the provisions of the Chapter V of the
Companies Act, 2013.

h. Particulars of Loans, Guarantees or Investments:

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

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

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

Particulars	As at 31st March, 2025	As at 31st March, 2024	Increase / Decrease in %
Market Value per share	5.56	8.93	(37.74)
No. of Shares	64,92,500	64,92,500	-
Market Capitalization	3,60,98,300	5,79,78,025	(37.74)
EPS	0.54	(4.62)	111.68
Price earnings ratio	10.30	(1.93)	632.69
Percentage increase/decrease in the Market Price of the Shares in comparison with the last IPO			(60.29)

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:

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

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

During the FY 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:

Name of the Director	Attendance Particulars		No. of Director¬ ships in other Public Company*	No. of Chairmanship/ Membership of Board Committees in other Companies#
	Board Meetings	Last AGM		Chairman	Member
Mr. Fayaz Usman Faheed	6	Yes	-	-	-
Mrs. Samia Faheed	6	Yes	-	-	-
Mr. Baskaran Sathya Prakash	6	Yes	1	-	1
Mr. Vasudevan Sridharan	6	Yes	-	-	-

Note:

*The Directorships held by the Directors as mentioned above do not include Alternate Directorships and
Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act,
1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the
Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has been
considered.

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:

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

	Attendance Particulars
Name of the Director	Meetings Held during his/her tenure	Meetings Attended during his/her tenure
Mr. Vasudevan Sridharan	6	6
Mr. Baskaran Sathya Prakash	6	6
Mr. Fayaz Usman Faheed	6	6

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:

Name of the Director	Attendance Particulars
	Meetings Held during his/her tenure	Meetings Attended during his/her tenure
Mr. Vasudevan Sridharan	1	1
Mr. Baskaran Sathya Prakash	1	1
Mrs. Samia Faheed	1	1

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

iii. Foreign Exchange Earnings & Outgo:

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

7. Others:

a. Extract of Annual Return:

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

b. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation
done while taking Loan from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

c. Details of application made or any proceeding pending under the Insolvency and Bankrupt Code, 2016 (31 Of
2016) during the year along with their status as at the end of the Financial Year:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and 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:

Particulars	Status
(a) Number of Male Employees	47
(b) Number of Female Employees	6
(c) Number of Transgender Employees	0

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:

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 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

---

Mar 31, 2024

We are pleased to present the report on our business and operations for the year ended 31^st March, 2024.
1. Results of our Operations:

The Company’s financial performance for the year ended 31^st March, 2024 is summarized below:

(Amount in Lakhs)

Particulars	FY 2023-2024	FY 2022-2023
Revenue from Operations	1,037.40	1,130.24
Other Income	97.82	14.83
Total Income	1,135.22	1,145.07
Total Expenses	1,524,72	1,128.86
Profit/(Loss) Before Tax & Extraordinary Items	(389.49)	16.21
Prior Period Items	81.07	0.00
Profit/(Loss) Before Tax	(308.43)	16.21
Tax Expense
-Current Tax	0.00	0.00
-Deferred Tax Liability/(Assets)	(8.59)	(16.97)
Net Profit/(Loss) for the Year	(299.84)	33.18

a. Review of operations and affairs of the Company:

During the year under review, the Company has incurred a Net Loss of Rs. 299.84 lacs as compared to Net
Loss of Rs.33.18 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 Flotiilc rolatinn tn Honncitc rmroroH linHor rhantor \T of Hio Cnmnanioc Art 901 9¦

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

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

The Company has not accepted any deposits which are not in compliance with the provisions of the Chapter
V of the Companies Act, 2013.

h. Particulars of Loans, Guarantees or Investments:

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

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

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

j. Variation in market Capitalization:

During the financial year under review, the shares of the Company were frequently traded. The variation in
the Market Capitalization of the Company as on 31st March 2024 is as follows:

Particulars	As at 31st March, 2024	As at 31st March, 2023	Increase / Decrease in %
Market Value per share	8.93	10.68	(16.39)
No. of Shares	64,92,500	64,92,500	-
Market Capitalization	5,79,78,025	6,93,39,900	(16.39)
EPS	(4.62)	0.51	(1005.88)
Price earnings ratio	(1.93)	20.94	(109.23)
Percentage increase/decrease in the Market Price of the Shares in comparison with the last IPO			(36.21)

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.

. 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, 2024 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 15^th Annual General Meeting of the Company held on 30^th September,
2023 approved the following:

a. Re-appointment of Mr. Fayaz Usman Faheed (DIN: 00252610) as Managing Director of
the Company from 01^st October, 2023 to 30^th September, 2028.

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

ii. In compliance with the Companies Act, 2013 the following director ise 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:

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

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

During the FY 2023-2024, 6 (six) meetings of the Board of Directors of the Company were held on
01^st April, 2023, 30^th May, 2023, 31^st August, 2023, 12^th October, 2023, 14^th November, 2023 and
06^th February, 2024. The gap between two meetings did not exceed 120 days. The attendance of
the members at the Board of Directors meetings was as follows:

Name of the Director	Attendance Particulars		No. of Director¬ ships in other Public Company*	No. of Chairmanship/ Membership of Board Committees in other Companies#
	Board Meetings	Last AGM		Chairman	Member
Mr. Fayaz Usman Faheed	6	Yes	-	-	-
Mrs. Samia Faheed	6	Yes	-	-	-
Mr. Baskaran Sathya Prakash	6	Yes	1	-	1
Mr. Vasudevan Sridharan	6	Yes	-	-	-

Note:

*The Directorships held by the Directors as mentioned above do not include Alternate
Directorships and Directorships held in Foreign Companies, and Companies registered under
Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships
of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited
Companies has been considered.

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, 2024, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is a
Non-Executive Director and the other 2 are Independent Directors. The Board periodically evaluates the
need for change in its composition and size.

The Policy of the Company on 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/TnvestorRelation.php?act=Policv. 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 Programme for Independent Directors can be viewed on our
website: https://sdctech.in/InvestorRelation.php?act=Policv.

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:

Name of the Committee	Name of the Member	Position in the Committee
Audit Committee	Mr. Vasudevan Sridharan	Chairman
	Mr. Baskaran Sathya Prakash	Member
	Mr. Fayaz Usman Faheed	Member
Nomination and Remuneration Committee	Mr. Vasudevan Sridharan	Chairman
	Mr. Baskaran Sathya Prakash	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 4 times viz., 01^st April,
2023, 30^th May, 2023, 31^st August, 2023 and 12^th October, 2023 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	4	4
Mr. Baskaran Sathya Prakash	4	4
Mr. Fayaz Usman Faheed	4	4

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., 31^st August, 2023 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	1	1
Mr. Baskaran Sathya Prakash	1	1
Mrs. Samia Faheed	1	1

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 2023-2024 as well as for FY 2024-2025 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=Policy.

4. Auditors:

a. Statutory Auditor:

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

b. Secretarial Auditors:

The Board of Directors had appointed M/s. Jain Sonesh & Associates, (Membership No: F9627; COP:
11865) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the
Financial Year 202 3-2024.

The Secretarial Audit Report for the FY 2023-2024 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 2023-2024.

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. 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.

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

b. We draw attention to Note No. 9 on Provision for Professional Tax, the company has made
an adhoc provision ofINR 11.91 lakhs the adequacy of the same is not established. Hence,
the impact in the profit and loss account is not ascertainable.

It is herewith stated that the provision created for the Professional Tax is
sufficient.

c. 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

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 Regulation 30(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, a Company is
required to submit to the Stock Exchange, intimation w.r.t., all events or information which
are material in terms of the provisions of this regulation not later than 12 hours from
occurrence of the event or information, however, the Company submitted the intimation to
BSE for re-appointment of the Managing Director at the Annual General Meeting held on
30th September 2024 on 06th October, 2023. Thus, the Company has not complied with the
provisions of Regulations 30(2) of SEBI (LODR) Regulations, 2015.

It is herewith stated that the Company was of the opinion that uploading the Voting
Results on BSE Listing Centre was suffice since the Managing Director was
appointed at the Annual General Meeting. However, on deeper learning of SEBI
LODR, Regulations, the Management was of the opinion that an intimation under
Regulation 30(2) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 was to be made as a matter of
abundant precaution. Therefore, the Company took immediate steps and filed the
required intimation on 06^th October, 2023.

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:

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
(ii)	The steps taken by the Company for utilizing alternate sources of energy	efforts to keep the energy consumption at optimum levels.
(iii)	The capital investment on energy conservation equipments

ii. Technology Absorption:

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees
(permanent, contractual, temporary, trainees) are covered under this policy.

As stipulated under Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has set up an Internal Complaints Committee.

During the year under review, no complaints were received falling under the category of Sexual Harassment
of Women.

g. Secretarial Standards:

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

h. Soliciting 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.)

i. Share Transfer System:

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

j. Issue of Equity Share Capital:

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

k. Utilization of the Proceeds from IPO:

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

IPO Proceeds and Net Proceeds :

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

It is hereby stated that the Company has utilised the Net IPO proceeds towards its objects in
financial year 2022-2023.

l. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there
were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. Issue of Bonus Shares.

d. Issued any securities that are convertible into equity shares at a future date and nor any such shares
are outstanding previously.

e. Shares having voting rights not exercised directly by the employees and for the purchase of which or
subscription to which loan was given by the Company.

f. Redemption of Preference Shares and/or Debentures.

g. Buyback of any of its securities and

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

8. Cautionary Statement:

Shareholders and Readers are cautioned that in the case of data and information external to the Company, no
representation is made on its accuracy or comprehensiveness though the same are based on sources believed to
be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain
its perceptions on the material impacts on the 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.

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 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 : 02.09.2024 (DIN: 00252610) (DIN: 02967081)

PLACE : CHENNAI MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2015

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2015.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March, 2015 is summarised below;

Rs. in Lacs

Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 8.00 10.94

Other Income 32.35 13.28

Total Income 40.35 24.22

Total Expenses 32.54 20.22

Profit Before Tax & Extraordinary Items 7.81 4.00

Tax Expense

-Current Tax 2.62 1.49

-Deferred Tax Liability/(Assets) (0.17) -

Net Profit for the Year 5.36 2.51

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 10.98 lacs as compared to previous year Rs. 6.57 lacs. The net profit for the year under review has been Rs.5.36 lacs as compared to the previous year net profit Rs. 2.51 lacs. Your Directors are continuously looking for avenues for future growth of the Company in Media and Entertainment Industry.

b. 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.

c. Transfer to Reserves:

The entire net profit of the company for the FY 2014-2015 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Further it is informed that the Company has neither given any guarantees nor provided any security during the Financial Year under review.

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

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 to this report. The Policy on Related Party Transaction is available on our website http://www.onesourcetechmedia.com/.

g. Variation in market Capitalization:

Particulars As at 31st As at 31st March,2015 March,2014

Market Value per share (In Rs.) 3.88 6

No. of Shares 64,92,500 64,92,500

Market Capitalization (In Rs.) 2,51,90,900 3,89,55,000

EPS (In Rs.) 0.08 0.04

Price earnings ratio 48.5 150



Particulars Increase / Decrease in %

Market Value per share (In Rs.)

No. of Shares -

Market Capitalization (In Rs.) (35.33)

EPS (In Rs.)

Price earnings ratio (67.66)

Percentage increase/decrease in the Market Price (72.29) of the Shares in comparison with the last IPO (1)

Note: (1) The IPO of the company in the FY 2013-2014 was brought out at a rate Rs. 14/- per share.

h. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges, is appended as Annexure II to this report.

i. 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.

j. Recommendations of the Audit Committee:

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

2. Details of Takeover of the Company:

M/s. S K B Finance Limited (CIN: U65999WB1996PLC082317), constituting the part of the Promoter & Promoter Group of the Company along with other Promoter(s) and Promoter Group has entered in to a Share Purchase Agreement (SPA) with Mr. Fayaz Usman Faheed for the sale of 17,71,200 equity shares of Rs.10/- each held by M/s. S K B Finance Limited, along with transfer of the Promoter Rights of all the Promoter(s) and Promoter Group of the Company to Mr. Fayaz Usman Faheed.

With respect to the above agreement, it is hereby informed that Mr. Fayaz Usman Faheed has filed necessary documents for Open Offer with the SEBI and approval for the same is awaited. The shareholders are further informed that all the updates with respect to the above will be intimated to them as and when events take place.

3. Human Resource Management:

To ensure good human resources management at One source Tech media Limited, we focus on all aspects of the employee lifecycle. 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 dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and 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 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. Vinay Anand (DIN: 06658340) was the Executive Director of the Company from 20th January, 2014 till 13th November, 2014

* Mr. S Krishna Rao (DIN:00479451) was the Whole Time Director of the Company from 13th November, 2014 till 17th November, 2014.

* Mr. Fayaz Usman Faheed (DIN: 00252610) is the Managing Director of the Company w.e.f., 17th November, 2014 till the date of this Report.

ii. Chief Financial Officer:

* Mrs. Sumathi Kothandan has been appointed as the CFO of the Company w.e.f., 10th November, 2014.

iii. Company Secretary:

* During the year under review, the Board did not find a suitable candidate for the position of Company Secretary. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

4. 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 One source Tech media 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.

The Report on corporate governance as stipulated under Clause 52 of the Listing Agreement is appended as Annexure IV to this report.

a. Auditors' certificate on corporate governance:

As required by Clause 52 of the Listing Agreement, the Auditors' Certificate on Corporate Governance is appended as Annexure V to this report.

b. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

* Mr. Vinay Anand (DIN:06658340), Executive Director of the Company was appointed as the Compliance Officer of the Company at the Board Meeting held on 27th May, 2014.

* Mr. Vinay Anand (DIN:06658340), Executive Director of the Company resigned from the Directorship of the Company with effect from 13th November, 2014, thus also vacating the position of Compliance Officer.

* Mr. S Krishna Rao (DIN:00479451) was appointed as the Whole Time Director of the Company with effect from 13th November, 2014 at the Board meeting held on 10th November, 2014, further at the same meeting he was also appointed as the Compliance Officer of the Company with effect from 13th November, 2014.

* Mr. S Krishna Rao (DIN: 00479451), Whole Time Director of the Company resigned from the Directorship of the Company with effect from 17th December, 2014, thus also vacating the position of Compliance Officer.

* Mr. Fayaz Usman Faheed (DIN: 00252610) he was appointed as the Managing Director of the Company with effect from 17th December, 2014 at the Board meeting held on 17th December, 2014 and further at the same meeting he was also appointed as the Compliance Officer of the company with effect from 17th December, 2014.

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.

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

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 29th August, 2014 approved the appointment of

a. Mr. Stanley Gilbert Felix Melkhasingh(DIN:01676020) as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

b. Mr. Baskaran Sathya Prakash(DIN:01786634), as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

c. Mr. Vinay Anand (DIN:06658340) as the Executive Director of the Company for a period from 20th January, 2014 to 19th January, 2017

(ii) The Board of Directors of the Company at the Meeting held on 10th November, 2014 approved the following;

a. Mrs. Kokila Gangan (DIN:05138873) was appointed as the Additional Director cum Independent Director w.e.f., 10th November, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Mr. S Krishna Rao (DIN: 00479451), was appointed as the Additional Director w.e.f., 10thNovember, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

c. Mr. Vinay Anand (DIN:06658340), Executive Director of the Company expressed his inability to continue as Executive Director of the Company and presented his resignation letter to the Board and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 13th November, 2014.

d. Mr. S Krishna Rao (DIN: 00479451), was appointed as Whole Time Director of the Company for a period from 13th November, 2014 to 12th November, 2017 subject to the approval of the shareholders of the Company.

(iii) The Board of Directors of the Company at the Meeting held on 17th December, 2014 approved the following:

a. Mr. Fayaz Usman Faheed (DIN:00252610) was appointed as the Additional Director w.e.f. 17th December, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Mrs. Samia Faheed(DIN:02967081) was appointed as the Additional Director cum Non-Executive Director w.e.f. 17th December, to hold office till the conclusion of the ensuing Annual General Meeting.

c. Mr. S.Krishna Rao (DIN:00479451), Whole Time Director of the Company expressed his inability to continue as Whole Time Director of the Company and presented his resignation letter to the Board and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 17th November, 2014.

d. Mr. Fayaz Usman Faheed (DIN: 00252610), was appointed as Managing Director of the Company for a period from 17th December, 2014 to 16th December, 2019 subject to the approval of the shareholders of the Company.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Mrs. Kokila Gangan(DIN:05138873) be regularized as the Independent Director of the Company to hold office from 10th November, 2014 to 09th November, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

(ii) Mr. Fayaz Usman Faheed (DIN: 00252610) be regularized as the Director of the Company and further his appointment as Managing Director of the company for a period from 17th December, 2014 to 16th December, 2019 be approved by the shareholders of the Company.

(iii) Mrs. Samia Faheed (DIN:02967081) be regularized as the Director of the Company.

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website http://www.onesourcetechmedia.com/.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 2014-2015, 6 (Six) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consist of 4 Members, 1 of whom is an Executive Director and 1 of whom is an Non-Executive Director and the 2 are Independent Directors. 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, is appended as Annexure VI to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 ad Clause 52 of the Listing Agreement.

h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides 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 is available on our website http://www.onesourcetechmedia.com/.

i. Board's Committees:

Currently, the Board has three committees: the audit committee, the nomination and remuneration committee, and the stakeholders relationship committee. All committees are appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided under the Corporate Governance report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Name of the Company Member Position in the Committee

Audit Committee Mr. Baskaran Sathya Prakash Chairman

Mrs. Kokila Gangan Member

Mr. Fayaz Usman Faheed Member

Nomination and Mr. Kokila Gangan Chairman Remuneration Committee Mr. Baskaran Sathya Prakash Member

Mr. Samia Faheed Member

Stakeholders Relationship Mrs. Samia Faheed Chairman Committee Mr. Baskaran Sathya Prakash Member

Mr. Fayas Usman Faheed Member

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 performance of the Board was evaluated by the Board 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 One source Tech media Ltd (Scrip Code: 535647) are listed at BSE SME Platform.

Your Company paid the Listing Fees to the Exchange for the year 2014-15 as well as 2015-16 in terms of listing agreement entered with the said Stock Exchange.

l. Utilization of the Proceeds from IPO:

The estimated cost of development of devotional music audio and video albums contents was Rs. 100 lacs, out of which the Company has utilized Rs. 40 lacs towards the development of the said content and the balance has been utilized temporally as loans to others on interest above bank rates repayable on demands and investments.

The Company is in the process of finalizing the infrastructure facilities which would be commensurate with the standards prevalent in the industry. Thus till that time the Company has keep the funds so allocated for this purpose of Rs. 50 lacs in Fixed Deposit.

Your Company is in the business of marketing and distribution of Media contents. We have entered in the agreements with various industry players to market their contents on royalty basis. The Company has refundable Security Deposits with them against the Stocks/Licences/Rights as provided by them.

IPO Proceeds and Net Proceeds :

Particulars Amount (in lacs)

Issue Proceeds 280.00

Less : Issue Related Expenses 46.87

Net Proceeds 233.13

Utilization of the Net Proceeds : Amount in Lacs

Particulars 2014-2015 2013-2014

Work-In-Progress for Media Contents - 40.00

Security Deposit and Advances against - 55.51 Media Contents

FD with HDFC Bank - 50.00

Repayment of Advance - 24.00

Loans On Interests - 55.00

Investment in Shares - 7.50

Balances in Current Accounts - 1.12

Incurred in Media Activities 1.12 -

m. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013:

(i) Elements of remuneration Package of all the Director:

The details with regards to the remuneration Package of all the Director is provided in "Point No. VI" of the Extract of Annual Return in the prescribed format prepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and appended as Annexure VIII to this report.

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

The Company currently pays remuneration to only the Executive Director. The Company does not pay any remuneration by whatever name so called to its Non- Executive Director. Currently the entire remuneration being paid to the Executive Director contains only Fixed Component.

(iii) Service Contract, Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with the Mr. Fayaz Usman Faheed, Managing Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.

(iv) Stock Options, if any:

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

5. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 29th August, 2014, M/s. N. Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E), were appointed as statutory auditors of the Company from the conclusion of the Sixth Annual General Meeting of the Company held on 29th August, 2014 till the conclusion of the Tenth Annual General Meeting to be held in the year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. N. Kanodia & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditors:

Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014- 2015 is appended as Annexure VII to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors' report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

i. The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Clause 50(a) of the SME Listing Agreement respectively.

The Board with respect to the above mentioned qualification herewith submits that, the Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

d. 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.

e. 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 also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.onesourcetechmedia.com.

f. 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 same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors' report. The Whistle Blower Policy is available on our website www.onesourcetechmedia.com.

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries is available on our website www.onesourcetechmedia.com.

6. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as 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) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

Rs. in Lacs

Particulars 2015 2014

Earnings - -

Expenditure 121.13 -

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

7. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VIII to this Report.

b. 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.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. 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:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

8. 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 ONE SOURCE TECH MEDIA LIMITED

Sd/- Sd/- FAYAZ USMAN FAHEED BASKARAN SATHYA PRAKASH Date: 14th August, 2015 (DIN: 00252610) (DIN: 01786634) Place: Chennai Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 6th Annual report and the Company''s audited accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31st March, 2014 is summarised below;

Particulars Audited Audited Financial Financial Statement Statement for the year for the year ended March ended March 31st 2014 31st 2013 Revenue from Operations 24.22 500.45

Profit Before Tax & Extraordinary Items 20.22 491.76

Provision for Taxation 1.49 2.61

Profit after Tax 2.51 6.07

Profit brought forward from Previous Year 12.50 6.43

Balance carried forward to next year 15.00 12.50

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 6,56,691/- comparing to previous year Rs. 10,44,273/- . The net profit for the year under review has been Rs.2,50,550/- comparing to the previous year net profit Rs. 6,07,416/- Your Directors are continuously looking for avenues for future growth of the Company in Media Industry.

DIVIDEND:

Your Directors do not recommend any dividend for the year under review retaining the surplus with the company for furthering the growth of the Company.

FIXED DEPOSITS:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under. There are no Public deposits, which are pending repayment.

COMPANY SECRETARY AND COMPLIANCE DEPARMENT:

Ms. Suman Choudhary, the company secretary has resigned from the company w.e.f 1st February, 2014.Your directors taking steps to appoint qualified company secretary in his place.

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.

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

* Mr. Dinanath Shyamsundar(DIN: 06428256), Executive Director of the Company resigned from the Directorship of the Company with effect from 20th January, 2014

* Mr. Vinay Anand(DIN: 06658340) was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 20th January, 2014. Furthermore he was appointed as the Executive Director of the Company at the same Board meeting.

* Mr. Kishan Kumar Jhunjhunwala(DIN: 00479487), Director of the Company resigned from the Directorship of the Company with effect from 20th January, 2014

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

* Mr. Vinay Anand(DIN: 06658340) who was appointed as the Additional Director at the meeting of Board of Directors of the Company held on 20th January, 2014, offers himself to be appointed as Director of the Company. Further in lieu of the appointment as the Executive Director of the Company at the Board meeting held on 20th January, 2014, the same is recommended to the shareholders for approval.

* Mr. Stanley Gilbert Felix Melkhasingh(DIN: 01676020) retires by rotation at the ensuing AGM under the provisions of the erstwhile Companies Act, 1956, offers himself for re-appointment and further it is recommended the Mr. Stanley Gilbert Felix Melkhasingh be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

* Mr. Baskaran Sathya Prakash(DIN: 01786634) be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

AUDITORS:

Auditors M/s. N.Kanodia & Co., Chartered Accountants (Firm Registration No. 327668E) holds the office until the conclusion of the ensuing Annual General Meeting. Your company has received certificate from the Auditors U/s. 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed and that they do not disqualify for re- appointment. In terms of Section 139 of the Companies Act, 2013, M/s. N.Kanodia & Co., Chartered Accountants is proposed to be appointed for a tenure of 4 Annual General Meeting from the conclusion the ensuing 6th Annual General Meeting to the conclusion of the 10th Annual General Meeting(subject to ratification of this appointment at every AGM)

The notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEE:

There are no employees who are paid remuneration in excess under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) ENERGY CONSERVATION:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has not earned or spent any foreign exchange during the year under review.

C) Technology Absorption, Adaptation and Innovation, Research and Development:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

CORPORATE GOVERNANCE:

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.

The Report on corporate governance as stipulated under Clause 52 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 52, is attached to the Report on corporate governance.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING:

Yours Directors are pleased to inform effective from June 05, 2013, the equity shares of Onesource Techmedia Ltd (Scrip Code: 535647) are listed and admitted to dealings on the Exchange in the list of ''MT'' Group Securities.

Your Company paid the Listing Fees to the Exchange for the year 2013-14 as well as 2014-15 in terms of listing agreement entered with the said Stock Exchange.

UTILIZATION OF THE PROCEEDS FROM IPO:

The estimated cost of development of devotional music audio and video albums contents was Rs. 100 lacs, out of which the Company has utilized Rs. 40 lacs towards the development of the said content and the balance has been utilized temporally as loans to others on interest above bank rates repayable on demands and investments.

The Company is in the process of finalizing the infrastructure facilities which would be commensurate with the standards prevalent in the industry. Thus till that time the Company has keep the funds so allocated for this purpose of Rs. 50 lacs in Fixed Deposit.

Your Company is in the business of marketing and distribution of Media contents.. We have entered in the agreements with various industry players to market their contents on royalty basis. The Company has refundable Security Deposits with them against the Stocks/Licences/Rights as provided by them.

IPO Proceeds and Net Proceeds :

Particulars Amount (Rs.)

Issue Proceeds 280,00,000

Less : Issue Related Expenses 46,87,000

Net Proceeds 233,13,000

Utilization of the Net Proceeds :

Particulars Amount (Rs.)

Work-In-Progress for Media Contents 40,00,000

Security Deposit and Advances against Media 55,51,000 Contents

FD with HDFC Bank 50,00,000

Repayment of Advance 24,00,000

Loans On Interests 55,00,000

Investment in Shares 7,50,000

RELATED PARTY TRANSACTION:

The Company during the year under review has entered in to transaction with M/s. Saraa Media Works Pvt. Ltd, for development of devotional music audio and video albums contents, for which the company has paid a refundable/adjustable advance of Rs. 40 lacs to the said party. The Company is in the business of Media Industry and has obtained quotes from many other parties for the same kind of contract.

Further the Company during the year under review has invested Rs. 7.5 Lac in the shares of M/s. SagarOnsys Institute of Gaming Multimedia and Animation Private Limited. The said investee company is in to the industry of Digital and online Media and learning. Thus your Company in addition to the expected appreciation on the investments have made this investment for the furtherance of its main objects and to gain knowledge of other media options.

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 ONESOURCE TECHMEDIA LIMITED

Sd/- Sd/- Date: 28th July, 2014 VINAY ANAND BASKARAN SATHYA PRAKASH Place: Chennai Executive Director Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure to submit the Annual Report together with the Statement of Accounts for the Year ended as on 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Financial Results of the Company for the year ended stands as under:

(Rs.) Particulars Current Year Previous Year

Profit before Tax 8,68,416 4,10,613

Less: Provision for Taxation 2,61,000 89,490

Less: Deferred Tax - (7,899)

Profit after Tax 6,07,416 3,29,022

Add: Balance Brought Froward From P/Year 6,42,504 3,13,482

Balance transfer to Balance Sheet: 12,49,920 6,42,504

Your Directors are hopeful of achieving better results during the year.

DIVIDEND:

Your Directors do not recommended any dividend for the year.

CONSERVATION OF ENERGY:

Your Company not being a manufacturing Company has not consumed energy Conservation and additional investment was made for reduction of energy, Consumption.

TECHNOLOGY:

No Comment is made on technology absorption considering the nature of activities undertaken by your Company during the year under review.

FOREIGN EXCHANGE:

The Company has no Foreign Exchange income of outflow during the year under review.

AUDITORS:

M/s. N. Kanodia & Co., Chartered Accountants, offers themselves as eligible to be re-appointed as the statutory auditors.

EMPLOYEES:

In accordance with the requirements of section 217 (2A) of the Companies Act 1956.

SECRETARIAL COMPLAINCE:

A Compliance Certificate under section 383 A the companies act'' 1956 from a Practicing Company Secretary is enclosed herewith this report.

DIRECTORS, RESPONSIBILITY STATEMENT UIS, 217(2AA) OF THE COMPANIES ACT, 1956.

That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures.

That the Directors had selected such accounting polieies and applied them consistently and made judgements 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 or loss of the company for that period.

That the Directors had taken Proper and sufficient care for the maintanance of adequate accounting records in accordance with the provisions of tin''s Act for safe guarding the assets of the company and or preventing or deceting fraud and other irregularities.

That the directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

The Board Express it since gratitude to the share holders, hankers and client for their continued support. The Board also whole heartedly acknowledges with thanks the dedicated efforts of all the staffs and employees of the Company.

On behalf of the Board For Onesource Techmedia Limited

DIRECTOR

Place: Chennai Date: