Som Datt Finance Corporation Ltd Directors Report

Dear Members,

Your directors have the pleasure of presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2025, along with the previous years figures are given hereunder:

FINANCIAL RESULTS ( in lakhs)	Year ended March 31, 2025	Year ended March 31, 2024
Gross Total Income	(302.21)	1,502.95
Profit/(Loss) before Depreciation & Taxation	(580.89)	1,360.02
Less: Depreciation	1.00	1.07
Profit/(Loss) Before Tax	(581.89)	1,358.95
Less: Provision for Income Tax	-	-
Less: Adjustment of tax relating to earlier periods	(0.14)	0.01
Less: Provision for Deferred Tax	(39.51)	149.21
Net Profit /(Loss) after Tax	(542.24)	1,209.73
Add: Other Comprehensive Income/(Loss) for the Year, net of tax	(0.48)	(0.18)
Total Comprehensive Income/(Loss) for the Year	(542.72)	1,209.56
Retained Earnings as at the beginning of the Year	1,923.33	955.72
Profit/(Loss) After Tax	(542.24)	1,209.73
Other Comprehensive Income/(Loss)	(0.48)	(0.18)
Retained Earnings before appropriation	1,355.54	2,165.28
Less: Statutory Reserve (as per RBI Guidelines)	-	241.95
Retained Earnings as of the end of the Year	1,355.54	1,923.33

OPERATIONS REVIEW

During the year under review, your Companys total income declined and turned negative at 302.21 lakhs, compared to 1,502.95 lakhs in the previous financial year. Consequently, the Company reported a net loss after tax of 542.24 lakhs for the financial year ended March 2025, as against a profit after tax of 1,209.56 lakhs for the year ended March 2024. The net loss of 542.24 lakhs for the year includes unrealised loss of 491.88 lakhs, recognised due to adverse movements in the market prices of equity investments. The unrealised loss is notional in nature, arising from fair valuation of financial instruments as required under Ind AS 109 at the reporting date.

ACCOUNTING METHODOLOGY

The standalone audited financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

STATE OF COMPANYS AFFAIRS

Discussion on state of the Companys affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Directors Report.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business of the company.

DIVIDEND AND RESERVES

During the year under review, your directors do not recommend any dividend and have not transferred any amount to reserves. In accordance with Section 45-IC(1) of the Reserve Bank of India Act, 1934, a reserve fund is required to be created as a statutory reserve. However, since the Company has incurred a loss, no such transfer has been made for the year ended March 31, 2025.

FIXED DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.

SHARE CAPITAL

During the year under review, the Board of Directors at its meeting held on November 05, 2024, approved the raising of funds through the issuance of equity shares via a Rights Issue. The company has submitted the Draft Letter of Offer to the Bombay Stock Exchange (BSE) for obtaining in-principle approval for the proposed issue on March 27, 2025, and BSE vide its letter dated May 20, 2025, bearing reference no. LOO/RIGHT/HC/FIP/217/2025-26, subject to the Company fulfilling post-issue requirements and complying with the necessary statutory, legal, and listing formalities.

Other than above, the Company has neither issued shares with differential voting rights as to dividends, voting, or otherwise, nor issued (including sweat equity shares) to the employees or Directors of the Company under any scheme.

LISTING OF SHARES OF THE COMPANY

The shares of the Company are listed on BSE Limited, Mumbai. Your Company has paid the Annual Listing Fee up to date and there are no arrears. The BSE has nationwide trading terminals and therefore provides full liquidity to the investors.

DEMATERIALISATION OF SHARES

Your Company has connectivity with both NSDL & CDSL for the dematerialization of its equity shares and the Company ISIN - INE754C01010. Therefore, the member and/or investors may keep their shareholding in the electronic mode with their Depository Participants.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company in terms of the provisions of the Act, has no Subsidiary, Associate, and/or Joint Venture Companies during the year ended March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investment activities are not applicable to the Company since the Company is a Non-Banking Financial Company (NBFC) and its principal business is acquisition of securities. There are no loans, guarantees issued, or securities provided by your Company during the financial year 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties that could be considered material in accordance with the policy of the Company on the materiality of related party transactions. The disclosure pursuant to Clause (h) of Sub Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) as required is enclosed as Annexure-1.

The Policy on Related Party Transactions may be accessed at the Companys website at www.somdattfin.com. Disclosure related to transactions of the listed entity with a person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company has been disclosed in the accompanying Financial Statement of the Company. Please refer to Note No. 29 of the Financial Statement of the Company.

CODE OF CONDUCT

The Code of Conduct (Code) laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed their compliance with the Code. The declaration to this effect is enclosed as Annexure-2.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received the necessary declaration from the Independent Directors of the Company under Section 149(7) of the Act that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6) of the Act.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors (IDs) on the Board of the Company are well-versed in the Companys business model and the nature of the industries in which it is operating.

The Directors are also kept updated with information about the Company, the industry, and developments in different segments in which the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results, and considering the budgets.

A familiarization program for IDs laid down by the Board is available on the Companys website at www.somdattfin.com. BOARD EVALUATION

The evaluation of the Board, Committee(s), and individual Directors was carried out based on a structured questionnaire encompassing parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc.

MEETINGS OF THE BOARD

During the year under review, 6 (Six) Board Meetings were held on April 05, 2024, May 29, 2024, August 13, 2024, November 05, 2024, February 14, 2025, and March 27, 2025. For details of meetings of the Board, please refer to the Corporate Governance Report,which is a part of this report.

AUDIT COMMITTEE

The details of the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Act, to the best of your knowledge and belief and according to the information and explanations obtained, your Directors make the following statements:

1. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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;

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

a. Shifting of Registered office:-

- Pursuant to the shareholders approved the shifting of the registered office via postal ballot on March 15, 2024 and The Regional Director (Northern Region), Ministry of Corporate Affairs (MCA), issued Order No. AA7280752/13(4)/RD(NR)/2024/3298 on June 24, 2024, authorizing the company to shift its registered office.

- The registered office was officially shifted from the National Capital Territory (NCT) of Delhi to Flat No. 210, Ravi Satvika Residency, Journalist Colony, Nizampet, Hyderabad, Telangana - 500090 and new Corporate Identification Number (CIN) was allotted L65921TS1993PLC188494

- On September 01, 2024 the companys registered office and place of keeping books of accounts were relocated to 8-2-502/1/A, Ground Floor, JIVI Towers, Road No. 7, Banjara Hills, Hyderabad, Telangana - 500034.

b. Subsequently, the regional office of the Reserve Bank of India has been updated from the Northern Region to the Southern Region. The Reserve Bank of India, Bengaluru, issued a new Certificate of Registration (No. N-09.00492) on February 27, 2025.

c. The Company filed the draft letter of offer for the proposed rights issue with the stock exchange on March 27, 2025, for obtaining in-principle approval and BSE vide its letter dated May 20, 2025, bearing reference no. LOO/RIGHT/ HC/FIP/217/2025-26, subject to the Company fulfilling post-issue requirements and complying with the necessary statutory, legal, and listing formalities.

d. No other significant or material orders impacting the Companys going concern status or future operations were passed during the year.

DIRECTORS, KEY MANAGERIAL PERSONNEL, AND COMMITTEES AND THEIR CHANGES: -

As of March 31, 2025, the Board of Directors comprises six members with an optimum combination of Executive and NonExecutive Directors, including one Woman Director. The Board includes four Non-Executive Directors, of whom three are Independent Directors, including one Independent Woman Director.

Changes During the Year:

- Mr. Shashank Shankpal was appointed as Chief Financial Officer (CFO) of the Company, effective April 5, 2024.

- Mr. Hardeep Kumar Mahotra, Independent Director, resigned from the Board on April 30, 2024.

- Mr. Venkataramana Dhulipala (DIN: 10669584) was appointed as a Non-Executive Independent Director at the 31st Annual General Meeting for a term of three years i.e. from July 29, 2024 to July 28, 2027 with shareholders approval.

- Mr. Rajvir Singh Chhillar (DIN: 08651668) was re-appointed as a Non-Executive Independent Director for a second term from December 27, 2024, to December 26, 2027, through a postal ballot approved by shareholders.

In accordance with the provisions of the Companies Act, 2013, Mr. Subba Rao Veeravenkata Meka (DIN: 07173955), Director, is liable to retire by rotation at the forthcoming 32nd Annual General Meeting and has offered himself for reappointment. Upon re-appointment, his tenure shall continue to serve as Managing Director and Executive Director on the same terms and conditions as previously approved by the shareholders.

Additionally, the reappointment of Ms. Jayanthi Talluri as an Independent Director for a further term of two years, effective from September 12, 2025, is proposed for shareholders approval.

Details of these appointments and reappointments are included in the Notice of the AGM, and the Board recommends the respective resolutions for approval.

The Company has various Committees and the details along with its meetings have been included in the Corporate Governance Report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

The shareholders approved an amendment to Clause II (Registered Office) of the Memorandum of Association through a special resolution passed by postal ballot, declared on March 15, 2024, authorizing the relocation of the registered office from Delhi to Telangana. The Regional Director (Northern Region), Ministry of Corporate Affairs, granted formal approval for the change vide Order No. AA7280752/13(4)/RD(NR)/2024/3298, dated June 24, 2024.

Subsequently, the company notified the Reserve Bank of India, Delhi, and a revised Certificate of Incorporation reflecting the new registered office in Telangana was issued by the Reserve Bank of India, Bengaluru, on February 27, 2025.

RISK MANAGEMENT

The details of risks and other concerns are included in the Management Discussion and Analysis which is part of this Directors Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not cover under the applicability criteria specified under Section 135(1) of the Companies Act, 2013, for the preceding financial year 2023-24. Therefore, the provisions of CSR are not applicable for the financial year 2024-25.

VIGIL MECHANISM (WHISTLEBLOWER POLICY)

The Company has a Whistleblower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism (Whistleblower Policy) are available on the Companys website at www.somdattfin.com.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy as approved by the Board is available on the Companys website at www. somdattfin.com.

SEXUAL HARASSMENT POLICY IN THE WORKPLACE

The Company is not required to constitute an Internal Complaints Committee as the number of employees in the Company is below the threshold limit as prescribed under the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as of March 31, 2024, is available on the Companys website at www.somdattfin.com.

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale, and complexity of its operation. The details have been included in the Management Discussion and Analysis which is part of this Directors Report.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain Cost records under Section 148(1) of the Act.

CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2024-25 has been submitted to the Board.

STATUTORY AUDITORS

M/s. D.S. Talwar & Co. (Firm Registration No.000993N) was appointed as the statutory auditors of the Company for five consecutive years from the conclusion of the 29th AGM till the conclusion of the 34th AGM. The requirement to place the matter relating to the appointment of auditors for ratification by Members at every AGM is no longer required by the Companies (Amendment) Act, 2017 with effect from May 7, 2018.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.

AUDITORS REPORT

The Auditors Report pertaining to the Audited Financial Statement of the Company for the year ended March 31, 2025, does not contain any qualification or adverse remarks.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees. The details of which forms part of this Annual Report. The Company has not taken any services from credit agencies during the year under review.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 2016

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserve Bank) directions, 2016, a report from the Statutory Auditors to the board of directors has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its Annual Report.

Based on the Audit Committees recommendation, the Board of Directors has appointed Ms. Jyoti Narang, Partner of M/s. Naveen Narang & Associates (Membership No: FCS 5698, C.P No.: 5199), as Secretarial Auditor for the financial year ending March 31, 2025. The Secretarial Audit Report for the said year does not contain any qualifications or adverse remarks and is annexed as Annexure-3 to this report.

In line with the recent amendment to Regulation 24A of the SEBI Listing Regulations, which mandates the appointment of a Secretarial Audit firm for a maximum of two consecutive terms of five years, the Board, based on the Audit Committees recommendation, at its meeting held on May 28, 2025 has approved the appointment of M/s. Naveen Narang & Associates, Practising Company Secretaries, a peer-reviewed firm (Firm Registration No. P2005DE050800) as Secretarial Auditors of the Company for a term of five (5) consecutive years, effective commencing from April 1, 2025, for FY 2025-26 till FY 2029-30. A resolution seeking shareholder approval for this appointment is included in the AGM Notice. The Directors recommend the resolution for approval.

INTERNAL AUDIT & AUDITORS

During the year under review, the Board of Directors, on the recommendations of the Audit Committee, has appointed M/s. Gali & Associates, Chartered Accountants, as Internal Auditors of the Company for the financial year 2024-25.

The Internal Auditor conducted the internal audit of the company for all four quarters during the financial year 2024-25 and reported the same. There were no adverse findings or remarks made by the internal auditors that had any impact on the operations of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

Being an investment company and not involved in any industrial or manufacturing activities, the Companys activities involve very low energy conservation and have no particulars to report regarding conservation of energy and technology absorption.

During the year, the Companys expenditure in foreign exchange was Nil, and the Company did not have any foreign exchange earnings during the year under review.

REMUNERATION AND PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, is annexed as Annexure - 4 to this Report. During the year under review, the Company had no employees on the Companys role in receipt of remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

Your Company follows the requirements and disclosures with respect to the Corporate Governance Report as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, as a listed company, necessary measures are taken to comply with the requirements of Regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, along with a certificate of compliance from M/s Naveen Narang & Associates, Company Secretaries, is annexed as Annexure-5 to this Report.

ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation for the cooperation and assistance received from its stakeholders, valued customers, suppliers, banks, financial institutions, government authorities and stock exchanges. The Directors also wish to place on record their sincere appreciation of the devoted and dedicated services rendered by all employees of the Company.

	For Som Datt Finance Corporation Ltd.
	Subba Rao Veeravenkata Meka	Bhavanam Ruthvik Reddy
Place : Hyderabad	Managing Director	Whole Time Director & CEO
Date : August 13, 2025	DIN: 07173955	DIN: 08372627