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, 2024.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2024, along with the previous years figures are given

	Year ended	Year ended
FINANCIAL RESULTS ( in lakhs)
	March 31, 2024	March 31, 2023
Gross Total Income	1,502.95	134.48
Profit / (Loss) before Depreciation & Taxation	1,360.02	81.80
Less: Depreciation	1.07	0.99
Profit Before tax	1,358.95	80.81
Less: Provision for Income Tax	-	-
Add: Adjustment of tax relating to earlier periods	0.01	0.99
Less: Provision for Deferred Tax	149.21	7.75
Net Profit /(Loss) after Tax	1,209.73	72.07
Add: Other Comprehensive Income/(Loss) for the Year, net of tax	(0.18)	0.01
Total Comprehensive Income for the Year	1,209.56	72.08
Retained Earnings as at the beginning of the Year	955.72	898.05
Profit After Tax	1,209.73	72.07
Other Comprehensive Income	(0.18)	0.01
Retained Earnings before appropriation	2,165.28	970.13
Less: Statutory Reserve (as per RBI Guidelines)	241.95	14.41
Retained Earnings as of the end of the Year	1,923.33	955.72

OPERATIONS REVIEW

During the year under review, your companys total income surged to _1,502.95 lakhs, up from _134.48 lakhs in the previous year, while profit after tax rose significantly to_1,209.73 lakhs, compared to _72.07 lakhs. This substantial growth in both total income and profit after tax is primarily attributable to a notable increase in unrealised gains from changes in the fair value of shares, which amounted to _1,274.91 lakhs for the year (compared to _1,360.06 lakhs in FY24 and _85.15 lakhs in FY23).

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 other than reserve funds created pursuant to the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934, and have transferred 241.95 lakhs to Statutory Reserves during the Financial year.

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 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. Your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

LISTING OF SHARES OF THE COMPANY

The shares of the Company got delisted from the Calcutta Stock Exchange with effect from 20/12/2021. 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 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, 2024.

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 acquisitions of securities. There are no loans, guarantees issued, or securities provided by your Company during the financial year 2023-24.

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 to transactions of the listed entity with a person or entity belonging to the promoter/promoter group which holds (s) 10% or more shareholding in the Company have 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 the 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 May 17, 2023, July 18, 2023, July 21, 2023, September 12, 2023,

November 08, 2023 and February 08, 2024. 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: a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; b. 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; c. 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; d. the Directors had prepared the annual accounts on a going concern basis; e. 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 f. 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) Pursuant to the Share Purchase Agreement ("SPA") dated November 09, 2022, executed between Mrs. Vijay Rathee and Mr. Kuldip Singh Rathee ("Seller/ outgoing promoter") and Dr. Bhaskara Rao Bollineni and Mr. Bhavanam Ruthvik Reddy ("Acquirer/ New Promoter") and public announcement dated November 09, 2022, made by the Acquirer in terms of (Substantial Acquisition of Shares and Takeover) Regulation 2011, Acquirer has acquired 69,41,050 equity shares (representing 69.36% of the total equity capital of the Company) it includes 69,39,650 equity shares held by the outgoing promoter. The SPA was consummated at the

Board Meeting held on July 21, 2023.

(b) The Company vide its letter dated September 23, 2023, had requested approval from the BSE Limited (the "Stock Exchange") for the reclassification of the Promoter/Promoter Group under Regulation 31A(10) of the SEBI (LODR) Regulations, 2015 i.e., to reclassify (i) "outgoing promoters" i.e., Mrs. Vijay Rathee and Mr. Kuldip Singh Rathee as "Public" and (ii) Dr. Bhaskara Rao Bollineni and Mr. Bhavanam Ruthvik Reddy as the "Promoter" of the Company. On March 28, 2024, the Stock Exchange approved these reclassifications of Promoter Shareholders.

Apart from the above,therearenosignificantand material orders during the year or after the preparation of the Director Report passed by any of the regulators, court of law, or tribunals impacting the going concern status of the company or impacting its operations in the future.

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

As of March 31, 2024, the Company has six Directors with an optimum combination of Executive and Non-Executive Directors including one women director. The Board comprises four Non-Executive Directors, out of which three are Independent Directors and one is Independent Women Director.

CHANGES:-

During the year under review, following the completion of the Share Purchase Agreement (SPA), the Board of Directors, at its meeting held on July 21, 2023, and subject to the shareholder approval, appointed Dr. Bhaskara Rao Bollineni (Non-Executive, DIN: 00008985), Mr. Bhavanam Ruthvik Reddy (Executive, DIN: 08372627), and Mr. Subba Rao Veeravenkata Meka (Executive, DIN: 07173955) as Additional Directors. At the Board meeting held on September 12, 2023, Mr. Bhavanam Ruthvik Reddy was appointed Whole Time Director and Chief Executive Officer for three years starting September 12, 2023, while Mr. Subba Rao Veeravenkata Meka was appointed Managing Director for a similar term. Additionally, Ms. Jayanthi Talluri (DIN: 09272993) was appointed Independent (Women) Director for two years, effective September 12, 2023. Shareholders have approved these appointments via postal ballot with resolutions dated October 19, 2023.

On July 21, 2023, Mr. Kuldip Singh Rathee and Mrs. Vijay Rathee resigned from their positions. Ms. Simran Malhotra, who served as Company Secretary and Chief Financial Officer, resigned on July 22, 2023. Mr. Vishal Mandavgade was appointed Chief Officer on September 12, 2023, but resigned on January 5, 2024.

Dr. Bhaskara Rao Bollineni (DIN: 00008985), a Non-Executive Director of the Company, has been appointed as the Chairperson at the Board meeting held on November 8, 2023. Ms. Neha Agarwal was appointed Company Secretary on August 1, 2023, and Mr.

Shashank Shankpal was appointed Chief Financial Officer, effective April 5, 2024.

Additionally, Mr. Hardeep Kumar Mahotra, Independent Director, resigned on April 30, 2024.

The Board has also approved the appointment of Mr. Venkataramana Dhulipala (DIN: 10669584) as an Additional Independent- Non Executive Director, effective July 29, 2024, for a three-year term, subject to shareholder approval.

Dr. Bhaskara Rao Bollineni (DIN: 00008985) will retire by rotation and has offered himself for reappointment.

Details and resolutions seeking shareholder approval for the appointments of Mr. Venkataramana Dhulipala and Dr. Bhaskara Rao

Bollineni are included in the Notice for the 31st Annual General Meeting (AGM). The Board recommends these 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

During the year under review, the shareholders approved an alteration to Clause II (Registered Office) of the Memorandum of Association by passing a special resolution through a postal ballot, the results of which were announced on March 15, 2024. This resolution authorized the relocation of the registered office from the National Capital Territory (NCT) of Delhi to the State of Telangana.

Subsequently, the Regional Director (Northern Region) granted approval for this relocation by Order No. AA7280752/13(4)/

RD(NR)/2024/3298, dated June 24, 2024.

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 2022-23. Therefore, the provisions of CSR are not applicable for the financial year 2023-24.

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 2023-24 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 29^th AGM till the conclusion of the 34^th 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, 2024, does not contain any qualification or adverse remarks. However, as mentioned in the Independent Auditors Report, the Board takes note regarding the audit trail (edit log) facility (which reflects any kind of rectifications made) was enabled and operated in the accounting software of the Company from August 01, 2023 onwards and there were no instances of any tampering with this feature. It is also pertinent to note that there has been a change in management/promoter of the Company effective July 21, 2023. The Board also takes note of the delays in depositing minor amounts of TDS and advance tax during the year, which were subsequently paid by the Company before the approval of the audited financial statements.

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 (Reserves 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 the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Board of Directors has appointed Ms. Jyoti Narang of M/s. Naveen Narang & Associates (Membership No: FCS 5698, C.P No.: 5199), Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2024. The Board has approved her appointment for the FY 2024-25 as well.

The Secretarial Audit Report for the Financial Year ended on March 31, 2024, issued by the Secretarial Auditor does not contain any qualification, reservation, or adverse remark so it does not require any explanation or comment and is annexed as "Annexure-3"to this report.

INTERNAL AUDIT & AUDITORS

The Internal Audit of the Company was conducted and reported for all four quarters during the financialyear 2024 by the independent audit firm, M/s. Acupro Advisory LLP. There were no adverse findings or remarks made by the internal auditors that had any impact on the operations of the Company. Following the conclusion of the term of the above independent auditors, pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed Gali & Associates., Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25. The Internal

Auditors have been appointed with an expanded scope, commensurate with the size and nature 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.