SDC Techmedia Limited submitted a clarification to BSE Limited regarding an earlier disclosure of the board meeting outcome held on November 02, 2026. The company noted that due to an inadvertent oversight, the resignation letter of Ms. Megha Saraf (DIN: 11365899), Independent Director, was not attached with the previous submission (acknowledgement no. 14739203). This filing includes the missing resignation letter for record.

The Board Meeting held on November 02, 2026 (17:30 hrs to 18:00 hrs) considered and approved two key items pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Resignation of Independent Director: The board received and accepted the resignation of Ms. Megha Saraf effective from the closing hours of business on November 02, 2026. The reason cited was a change in the internal policies of her current employer concerning holding external directorships, which rendered her unable to continue. Consequently, she ceased to be Independent Director and member of both the Audit Committee and Nomination and Remuneration Committee from that date.

2. Appointment of New Independent Director: Based on the recommendation of the Nomination and Remuneration Committee, the board approved the appointment of Ms. Nidhi Jajodia (DIN: 07944088) as Additional Director (Non-Executive, Independent) effective November 02, 2026, subject to shareholder approval at the ensuing general meeting.

Annexure I Details (Regulation 30 Compliance)

  • Reason for cessation: Change in employer's policy on external directorships
  • Date of cessation: November 02, 2026 (close of business hours)
  • Resignation letter dated November 02, 2026 enclosed with detailed reasons
  • Confirmation provided that there are no other material reasons for resignation beyond those stated

Annexure II Details (SEBI Circular Compliance for New Appointment)

  • Ms. Nidhi Jajodia appointed as Additional Director (Non-Executive, Independent) from November 02, 2026
  • Term of appointment: 5 consecutive years (November 02, 2026 to November 01, 2031), subject to shareholder approval
  • Qualifications: Qualified Company Secretary with 10 years experience in corporate law, governance, regulatory compliances and legal matters
  • Not related to any existing director of the company
  • Not debarred from holding director office by SEBI or any other authority

Resignation Letter Contents

Ms. Megha Saraf's resignation letter dated November 02, 2026 confirmed:

  • Resignation effective closing business hours of November 02, 2026
  • Stepping down from Audit Committee and Nomination and Remuneration Committee
  • Reason: Change in current employer's policy regarding external directorships
  • Confirmation that no other material reasons exist for resignation
  • Expression of gratitude to the board and management

Financial Impact

No financial impact quantified in the disclosure.