Directors Report of Som Datt Finance Corporation Ltd.

Mar 31, 2025

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 Company''s financial performance for the year ended March 31, 2025, along with the previous year''s 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 Company''s 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 COMPANY''S AFFAIRS

Discussion on state of the Company''s 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 arm''s 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 Company''s 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 Company''s 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 Company''s 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 company''s 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 Company''s 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 Non¬
Executive 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 32^nd 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 Company''s website at www.somdattfin.com.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy as approved by the Board is available on the Company''s 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
Company''s 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.

AUDITOR''S REPORT

The Auditor''s 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'' Auditor''s 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 Committee''s 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 Committee''s
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 Company''s activities involve
very low energy conservation and have no particulars to report regarding conservation of energy and technology absorption.

During the year, the Company''s 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 Company''s 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

---

Mar 31, 2024

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 Company''s financial performance for the year ended March 31, 2024, along with the previous year''s figures are given hereunder:

FINANCIAL RESULTS (L in lakhs)	Year ended March 31, 2024	Year ended 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 company''s total income surged to ?1,502.95 lakhs, up from U34.48 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 COMPANY''S AFFAIRS

Discussion on state of the Company''s 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 arm''s 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 Company''s 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 (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 Company''s 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 Company''s 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, there are no significant and 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 Financial 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 Company''s website at www.somdattfin.com.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy as approved by the Board is available on the Company''s 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 Company''s 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.

AUDITOR''S REPORT

The Auditor''s 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 Auditor''s 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'' Auditor''s 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 financial year 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 Company''s activities involve very low energy conservation and have no particulars to report regarding conservation of energy and technology absorption.

During the year, the Company''s 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 Company''s 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.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report and Audited Statement of Accounts of the Company for the year ended on 31st March 2015.

FINANCIAL RESULTS (Rs. In Lacs)

Year ended Year ended 31.03.2015 31.03.2014

Gross Total Income 111.13 117.71

Profit / Loss before Depreciation & Taxation 31.74 43.53

Less: Depreciation 1.36 1.07

Profit Before tax 30.38 42.46

Less: Provision for Income Tax 4.20 1.94

Less: Short Provision for earlier years 9.05 0.00

Add: Provision for Deferred Tax -0.02 0.14

Net Profit /(Loss) after Tax 17.15 40.38

Profit/(Loss) brought forward 163.68 131.38

Adjustment pursuant to Schedule—II to the 0.15 00.00

Company Act , 2013 ( Net of tax)

Profit carried to P&L Appropriation a/c 180.98 171.76

Less: Special Reserve (As per RBI Guidelines) 3.43 8.08

Surplus/ (Deficit ) carried to Balance Sheet 177.55 163.68

2. State of Company's Affairs:

During the year under review, the gross income of the Company stood at Rs 111.13 Lacs as compared to Rs 117.71 Lacs during the previous year. The net profit of the Company was Rs 17.15 Lacs during the year under review.

3. Material Changes and Commitments:

No material changes / commitments have occurred between the end of financial year to which the financial statements relate till the date of this report, which have any adverse affect on the financial position of the Company.

4. Dividend

No dividend has been recommended by the Board of Directors for the year.

5. Directors:

The Company has Mrs. Latika Datt Abbott, Mrs. Charu Datt Bhatia, Mrs. Usha Datt and Brig. Lalit Mohan Segat on the Board of Directors of the Company. Mrs. Charu Datt Bhatia was appointed as the director of the Company on 30th September, 2014.

Mr. D.P. Rawal has resigned from the directorship of the Company on 096 March, 2015. The Company is in the process of appointing a new Director in his place.

Mr. Rajeev Gautam was appointed as Chief Financial Officer of the Company on 25th August, 2014.

6. Re-Appointment

As per the provisions of the Companies Act, 2013, Mrs. Charu Datt Bhatia retires at the ensuring Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

7. Subsidiaries

At the beginning of the year, we had one subsidiary i.e. M/s Som Datt Infosoft Private Limited. As on 31st March, 2015 we still have M/s Som Datt Infosoft Private Limited as subsidiary company.

During the year, the Board of Directors ('the board') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended as Annexure B to the Boards' Report. The statement also provides the details ofperformance, financial positions of the subsidiary.

8. Consolidated Financial Statement

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

9. Declaration from Independent Directors on annual basis

The Company has received necessary declaration from Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Director of the Company meet with the criteria of their Independence laid down in Section 149(6).

10. Corporate Governance

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations' brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders' expectations. At Som Datt Finance Corporation, 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.

We comply with the Securities and Exchange Board of India (SEBI) guidelines on corporate governance. We have documented our Internal Policies on corporate governance. During the year, we have complied several aspects such as Whistleblower Policy and Code of Conduct and Ethics. Our Corporate Governance report for fiscal 2015 forms part ofthis Annual Report.

11. Meeting of the Board of Directors

During the financial year under review, 5 Board meetings were held on 29.05.2014, 13.08.2014, 13.11.2014,

13.02.2015 and 30.03.2015 The Company held at least four Board Meetings in the year as required under the Act and the gap between two Board meetings was in compliance with the provisions contained in the Act.

Details of Directors as on March 31, 2015 and their attendance at the Board during the financial year ended March 31.2015 are given below:

Name of the Director No. of Board No. of Board Meetings Meetings held attended

Mrs. Charu Datt Bhatia 5 3

Mrs. Latika Datt Abbott 5 5

Mr. Usha Datt 5 5

Mr. Lalit Mohan Segat 5 5

Mr. D.P.Rawal 5 5

12. Committees of the Board

The composition andother details of all the Committees of the Board are provided in the Corporate Governance Report forming part ofthis Report.

13. Director's Responsibility Statement

In compliance to the provisions of Section 134 (3)(c) of the Companies Act, 2013, your Directors wish to place on record -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and

(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.

(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.

14. Auditors :

A.S. Gupta & Co., Chartered Accountants, statutory auditors of the Company, holds office till the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Act and they are not disqualified for re-appointment

15. Secretarial Auditors

Naveen Narang of M/s Naveen Narang & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-2015, as required under section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for FY 2014-2015 forms part of the Annual Report in Annexure A of the Board's Report.

The Secretarial Auditor of the Company has qualified in its report that the Company has failed to appoint a Whole- Time Company Secretary as required under section 203(1) of the Companies Act 2013 read with Rule 8 of Companies (Appointment & Remuneration of Managerial Personnel) 2014.

The board of directors would like to comment that the company is in the process to appoint full time Company Secretary and vacancy will soon be filled.

16. Auditor's qualification / reservation / adverse remark:

There is no adverse qualification/ reservation/ remark in the Auditor's Report. However for other notes Directors would like to state that notes are self-explanatory and there is no need to give any further explanation/ comments.

17. Particulars of Loan given, Investment made, Guarantees given and Securities Provided:

During the year under review the Company has not made any Loan, Guarantee or Investment pursuant to the provisions of section 186 of the Companies Act, 2013.

18. Contracts / Arrangement with related parties:

All transactions with related parties, during the financial year, were on arm's length basis and in the ordinary course of business. No material contracts or arrangements with related party were entered into during the year under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with rules made thereunder.

19. Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars, which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Director of the Company in this regard.

20. Listing

The shares ofthe Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

21. Conservation of energy, technology absorption & foreign exchange earning & outgo:

Information in accordance with the provision of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules 2014 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given below is as under:

I. Conservation of energy : N.A

II. Technology Absorption : N.A

III. Foreign Exchange Earnings & Expenditure:

( a ) Foreign Exchange Earnings : Nil

( b ) CIF Value of Import : Nil

( c ) Foreign Exchange Expenditure : Nil

22. Vigil Mechanism

The Company has constituted a Vigil Mechanism for employees and directors to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and ethics. The purpose of the mechanism to promote the highest ethical standards, the company will maintain a workplace that facilities the reporting of potential violations of Company policies and applicable laws.

23. Board Evaluation

The evaluation of Board, Committee(s) and individual Directors was carried out based on 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.

24. Corporate Social Responsibility:

The provisions relating to Corporate Social Responsibility are not applicable on the Company and therefore no policy in this regard has been developed / implemented by the Company during the financial year.

25. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

26. Public Deposits

In terms of the provisions of Section 73 & 74 of the Act read with the Companies (Acceptance of Deposits Rules), 2013, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

27. Extract of Annual Return:

The extract of Annual return in prescribed Form MGT 9 has been annexed herewith and forms part of this report.

28. Appreciation:

Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by the executives of the company.

For and on behalf of the Board of Som Datt Finance Corporation Limited

Latika Datt Abbott Charu Datt Bhatia Managing Director Director DIN:00031056 DIN:00035069 C-10, Geetanjali, G-106, Saket, Place: Delhi Malviya Nagar, New Delhi-110017 Date: 01.09.2015 New Delhi-110017

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited statement of Accounts for the year ended 31 stMarch 2014.

FINANCIAL RESULTS (Rs. In Lacs) Year ended Year ended 31.03.2014 31.03.2013

Gross Total Income 117.71 96.57

Profit / Loss before Depreciation & Taxation 43.53 25.67

Less: Depreciation 1.07 1.31

Profit Before tax 42.46 24.37

Less: Provision for Income Tax 1.94 6.80

Add: Provision for DeferredTax 0.14 0.13

Net Profit /(Loss) after Tax 40.38 17.43

Profit/(Loss) brought forward 131.38 117.43

Profit carried to P&L Appropriation a/c 171.76 134.87

Less: Special Reserve (As per RBI Guidelines) 8.08 3.49

Surplus/(Deficit ) carried to Balance Sheet 163.68 131.38

OPERATION

During the year under review, the gross income of the Company stood at Rs. 117.71 Lacs as compared to Rs. 96.57 Lacs during the previous year. The net profit of the Company was Rs. 40.38 lacs during the year under review.

DIVIDEND

No dividend has been recommended by the Board of Directors.

SUBSIDIARY COMPANY (SOM DATTINFOSOFT PRIVATE LIMITED)

The Company has not been able to conduct commodity market business. In the present scenario, the risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation, the company has reviewed the business model and is of the view that trading in commodity exchange not being the core business of company is not found suitable and there is aneedto shift to other areas of business.

CONSOLIDATED FINANCIALS

The Consolidated financial results of the Company along with its subsidiary M/s Som Datt Infosoft Private Limited are forming part ofthis report and are given as perAnnexure.

PARTICULAR OF EMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTOR

Mrs. Usha Datt, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

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:

I) That in the preparation of the annual accounts for the year ended 31st March 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end ofthe year and ofthe profit or loss ofthe Company for the year under review;

iii) That the Directors had 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;

iv) That the Directors had prepared the accounts for year ended 31st March 2014 on a going concern basis.

PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The information, required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules, 1998 relating to the conservation of energy and technology absorption, is not given as the Company is not engaged in manufacturing activity.

During the year, there is no earning and outgo ofthe foreign exchange.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata, Auditors ofthe company retire at the ensuing Annual General Meeting andbeing eligible, offer themselves for re-appointment. The observations ofthe auditors are self-explanatory.

LISTING

The shares ofthe Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

CORPORATE GOVERNANCE

The report on Corporate Governance together with theAuditor''s certificate on compliance of mandatory requirements of Corporate Governance are given in annexure to this report.

PUBLIC DEPOSITS

In terms of the provisions of Section 58AoftheAct read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date ofthe Balance Sheet.

By Order of the Board (Latika Datt Abbott) Chairperson & Managing Director DIN : 0031056

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report together with the audited statement of Accounts for the yearended31st March2013.

FINANCIAL RESULTS (Rs.InLacs)

Year ended Year Ended 31.03.2013 31.03.2012

Gross Total Income 96.57 174.74

Profit/Loss before Depreciation & Taxation 25.67 78.33

Less: Depreciation 1.31 1.66

Add: Provision written Back

Profit Before tax 24.37 76.70

Less: Provision for Income Tax 6.80 23.00

Less: Provision for F.B.T for Earlier Year

Add: Provision for Deferred Tax 0.13 0.11

Less: Tax Adjustment for Earlier Years

Net Profit /(Loss) after Tax 17.43 53.57

Profit/(Loss) brought forward 117.43 74.57

Profit carried to P&LAppropriation a/c 134.87 128.14

Less: Special Reserve (As per RBI Guidelines) 3.49 10.72

Less: Proposed Dividend

Less: Corporate Dividend tax

Surplus/ (Deficit)carried to Balance Sheet 131.38 117.43

OPERATION During the year under review, the gross income of the Company stood at Rs. 96.57 Lacs as compared to Rs. 174.74 Lacs during the previous year.The net profitofthe Company was Rs. 17.43 lacs during the year under review. Declining trend of profits during the year under review has been due to extremely depressed Stock market volumes and adverse conditionsofeconomy through out the year.

DIVIDEND

No dividend has been recommended by the Board of Directors.

SUBSIDIARY COMPANY (SOMDATTIN FOSOFTPRIVATE LIMITED)

The Company has not been able to conduct commodity market business. In the present scenario, the risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation, the company has reviewed the business model and is of the view that trading in commodity exchange not being the core business of company is not found suitable and the managementisexploringtoshift toother viable business areas.

CONSOLIDATED FINANCIALS

The Consolidated financial results of the Company along with its subsidiary M/s Som Datt Infosoft Private Limited are forming partofthis report and are givenas perAnnexure.

PARTICULAROFEMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (ParticularsofEmployees) Rules, 1975asamended.

DIRECTOR

Brigadier Lalit Mohan Segat, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement,itis hereby confirmed:

i) That in the preparation of the Annual Accounts for the year ended 31st March 2013 the applicable Accounting Standards had been followed along with proper explanation relatingtomaterial departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the endofthe year andofthe profit or lossof the Company for the year under review;

iii) That the Directors had 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;

iv) That the Directors had prepared the accounts for year ended 31st March 2013ona `going concern'' basis.

PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGANDOUTGO

The information, required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules, 1998 relatingtothe conservationofenergy and technology absorption,isnot given as the Companyisnot engaged in manufacturing activity. During the year, thereisnoearning and outgoof the foreign exchange.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata, Auditors of the company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.The observationsofthe auditors are self-explanatory.

LISTING

The sharesofthe Company are listedon the Bombay Stock Exchange. The annual listing fee has been paidtothe BSE.

CORPORATEGOVERNANCE

The report onCorporate Governance together with theAuditor''s certificate on compliance of mandatory requirements of Corporate Governance are given inannexuretothis report.

PUBLICDEPOSITS

In terms of the provisionsof Section 58AoftheAct read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstandingonthe dateofthe Balance Sheet.

By Order of the Board

(Latika Datt Abbott)

Chairperson & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report together with the audited statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in Lacs) Year ended Year Ended 31.03.2012 31.03.2011

Gross Total Income 174.74 221.28

Profit / Loss before Depreciation & Taxation 78.33 132.87

Less: Depreciation 1.66 2.11

Add: Provision written Back - 0.04

Profit Before tax 76.70 130.80

Less: Provision for Income Tax 23.00 14.00

Less: Provision for F.B.T for Earlier Year - -

Add: Provision for Deferred_Tax 0.11 16.60

Less: Tax Adjustment for Earlier Years - 0.61

Net Profit /(Loss) after Tax 3.57 132.79

Profit/(Loss) brought forward 74.57 85.04

Profit carried to P&L Appropriation a/c 128.14 217.83

Less: Special Reserve (As per RBI Guidelines) 10.72 26.56

Less: Proposed Dividend - 100.08

Less: Corporate Dividend_tax - 16.62

Surplus/ (Deficit) carried to Balance Sheet 117.43 74.57

OPERATION

During the year under review' the gross income of the Company stood at Rs. 174.74 Lacs as compared to Rs. 221.28 Lacs during the previous year. The net profit of the Company was Rs. 53.57 lacs during the year under review.

DIVIDEND

No dividend has been recommended by the Board of Directors.

SUBSIDIARY COMPANY (SOM DATT INFOSOFT PRIVATE LIMITED)

The Company has not been able to conduct commodity market business. In the present scenario' the risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation' the company has reviewed the business model and is of the view that trading in commodity exchange not being the core business of company is not found suitable and the management is exploring to shift to other viable business areas.

CONSOLIDATED FINANCIALS

The Consolidated financial results of the Company along with its subsidiary M/s Som Datt Infosoft Private Limited are forming part of this report and are given as per Annexure.

PARTICULAR OF EMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act' 1956 read with the Companies (Particulars of Employees) Rules' 1975 as amended.

DIRECTOR

Mr. Dharam Pal Rawal' Director retires by rotation at the ensuing Annual General Meeting and being eligible' offers himself for reappointment.

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:

i) That in the preparation of the Annual Accounts for the year ended 3T1 March 2012 the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year and of the profit or loss of the C ompany for the year under review;

iii) That the Directors had 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;

iv) That the Directors had prepared the accounts for year ended 31st March 2012 on a ’ going concern' basis.

PARTICULAR REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information' required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules' 1998 relating to the conservation of energy and technology absorption' is not given as the Company is not engaged in manufacturing activity.

During the year' there is no earning and outgo of the foreign exchange.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata' Auditors of the company retire at the ensuing Annual General Meeting and being eligible' offer themselves for re-appointment. The observations of the auditors are self-explanatory.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the Auditor's certificate on compliance of mandatory requirements of Corporate Governance are given in annexure to this report.

PUBLIC DEPOSITS

In terms of the provisions of Section 58 A of the Act read with the Companies (Acceptance of Deposits Rules)' 1975' your Company has not accepted any fixed deposits from public and' as such' no amount of principal or interest was outstanding on the date of the Balance Sheet.

By Order of the Board

(Latika Datt Abbott) Chairperson & Managing Director

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Mar 31, 2010

The Directors have pleasure in submitting the 17th Annual Report together with the Audited statement Accounts for the year ended 31st March 2010:

Financial Results (Rs. in Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Gross Total Income 161.65 201.48

Profit /Loss before Depreciation & Taxation 71.22 90.84

Less: Depreciation 4.22 5.07

Add: Provision written Back 2.48 --

Profit Before tax 69.48 85.77

Less: Provision for Income Tax 18.00 29.50

Less: Provision for F.B.T - .72

Less: Provision for F.B .T for Earlier Year .07 -

Add: Provision for DeferredTax 1.96 .16

Less: Tax Adjustment for Earlier Years 3.75 -

Net Profit/(Loss) after Tax 49.62 55.71

Profit/(Loss) brought forward 45.35 .78

Profit carried to P&L Appropriation A/c 94.97 56.49

Less: Special Reserve (As per RBI Guidliness) 9.92 11.14

Surplus/ (Deficit) carried to Balance Sheet 85.05 45.35

OPERATION

During the year under review, the gross income of the Company stood at Rs. 161.65 Lacs as compared to income of corresponding previous year amounting to Rs. 201.48 Lacs.

During the year under review, the Company has registered a net profit after tax at Rs. 49.62 Lacs.

DIVIDEND

The Board is of the opinion that it would be in the overall interest of the company and its shareholders that the profits of the Company are retained and used in its business. Therefore, the Board of Directors do not recommend any dividend for the year.

SUBSIDIARY COMPANY

The Company has not been able to conduct commodity market business. Thus for the reason that risk free arbitrage opportunities as visualized are not available. Considering high risk of speculation, the company is in process of reviewing the business model.

CONSOLIDATED FINANCIALS

The consolidated financial results of the Company alongwith its subsidiary M/s Som Datt Infosoft Private Limited are forming part of this report and are given as per Annexure.

DIRECTOR

Mrs. Usha Datt, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) That in the preparation of the annual accounts for the year ended 31st March 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year and of the profit or loss of the Company for the year under review;

iii) That the Directors had 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;

iv) That the Directors had prepared the accounts for year ended 31st March 2010 on a going concern basis.

AUDITORS

M/s A.S. Gupta & Co. Chartered Accountants Kolkata, Auditors of the company hold the office until conclusion of the ensuing Annual General Meeting and are recommended for re-appointment.

PARTICULAR OF EMPLOYEES

None of the employee is covered under section 217 (2A) of the Companies Act, 1956 read witii the Companies (Particulars of Employees) Rules, 1975 as amended

PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO

The information, required under Rule 2 of the Companies (Disclosure of Particular in the Report of Board of Directors) Rules, 1998 relating to the conservation of energy and technology absorption, is not given as the Company is not engaged in manufacturing activity.

During the year, there is no earning and outgo of the foreign exchange.

LISTING

The shares of the Company are listed on the Bombay Stock Exchange. The annual listing fee has been paid to the BSE.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the Auditors certificate on compliance of mandatory requirements of Corporate Governance are given in annexure to this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank its bankers and shareholders for their continued support to the Company. The Directors would also like to place on record their deep sense of appreciation of the devoted services rendered by employees of the Company. For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi D.P.Rawal Latika Dart Abbott

Dated: 30.08.2010 Director Managing Director