Your Directors have pleasure in presenting their report on the business and operation
of your Company together with the Audited Financial Statements for the year ended March
31,2023.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31, 2023 along with
previous year figures are given hereunder:


  

    
(Rs. in Lacs)
  
  

    
FINANCIAL RESULTS
    
Year ended 31.03.2023
    
Year ended 31.03.2022
  
  

    
Gross Total Income
    
134.48
    
539.26
  
  

    
Profit / Loss before Depreciation & Taxation
    
81.80
    
471.23
  
  

    
Less: Depreciation
    
0.99
    
0.51
  
  

    
Profit Before tax
    
80.81
    
470.72
  
  

    
Less: Provision for Income Tax
    
13.56
    
78.69
  
  

    
Add: Adjustment of tax relating to earlier periods
    
0.99
    
(2.21)
  
  

    
Less: Provision for Deferred Tax
    
7.75
    
10.21
  
  

    
Net Profit /(Loss) after Tax
    
72.07
    
384.03
  
  

    
Add: Other Comprehensive Income/(Loss) for the Year, net of tax
    
0.01
    
(0.04)
  
  

    
Total Comprehensive Income for the Year
    
72.08
    
383.99
  
  

    
Retained Earnings as at the beginning of the Year
    
898.05
    
590.87
  
  

    
Profit After Tax
    
72.07
    
384.03
  
  

    
Other Comprehensive Income
    
0.01
    
(0.04)
  
  

    
Retained Earnings before appropriation
    
970.13
    
974.86
  
  

    
Less: Special Reserve (As per RBI Guidelines)
    
14.41
    
76.81
  
  

    
Retained Earnings as at the end of the Year
    
955.72
    
898.05
  


DIVIDEND AND RESERVES

During the year under review, your Directors do not recommend any dividend. Similarly,
no amount was recommended to transfer to Reserves.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review, your Company's total Income has decreased from Rs. 539.26
Lacs to 134.48 Lacs and its profit after tax decreased from Rs. 384.03 Lacs to 72.07 Lacs.

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.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

Mr. Kuldip Singh Rathee, Director retires by rotation and being eligible offers himself
for re-appointment. A resolution seeking shareholders' approval for his re-appointment
along with other required details forms part of the Notice of 30th Annual
General Meeting (AGM).

Pursuant to the provisions of Section 203 of the Companies Act 2013 ("the
Act"), Mrs. Vijay Rathee, Managing Director and Mrs. Simran Malhotra, Company
Secretary and Chief Financial Officer are the Key Managerial Personnel of the Company as
on March 31, 2023.

The Company has several Committees and the details alongwith its meetings have been
included in the Corporate Governance Report.

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 31st March, 2023.

DECLARATION FROM INDEPENDENT DIRECTORS

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

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 judgement, safeguarding the interest of the Company and its
minority shareholders etc.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has in place the Vigil Mechanism (Whistle Blower Policy) with a view to
provide for adequate safeguards against victimization of persons who use such mechanism
and made provisions for direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases. The details of the Vigil Mechanism (Whistle Blower
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.

MEETINGS OF THE BOARD

During the year under review, 5 (Five) Board Meetings were held on May 25, 2022, August
12, 2022, September 10, 2022, 05 November, 2022 and 08 February, 2023. In accordance with
the requirement from time to time other Committee meetings were held. The attendance of
the Directors who attended the Board Meetings and Committees thereof have been included in
the Corporate Governance Report.

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 in the Corporate Governance
Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the year ended March 31, 2023, 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 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 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are provided in the Financial
Statements of the Company. Please refer to Note No. 5 of the Financial Statements of the
Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be accessed at the Company's website at
www.somdattfin.com. During the year under review, there were no material contracts or
arrangements with the related parties refer to in Section 188 of the Act.

Disclosure related to transactions of the listed entity with person or entity belonging
to the promoter/promoter group which hold(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.

MAINTENANCE OF COST RECORDS

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

The Directors are also kept updated with information of 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 programme for IDs laid down by the Board is available on the
Company's website at www.somdattfin.com. CHANGE IN DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in Directorship. However, Mr. Sandeep
Kumar Chaubey (Company Secretary& Compliance Officer), Mr. Ankit Yadav (Cheif
Financial Officer) and Mr. Anshuman Singh Tomar (Company Secretary and Chief Financial
officer) resigned during the year dated 18th August 2022, 16th June,
2022 and 14th December, 2022 respectively and Mrs. Simran Malhotra was
appointed as Company Secretary, Compliance officer and Chief Financial Officer of the
Company w.e.f 08th F ebruary, 2023.

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to contribute for Corporate Social Responsibility.

SEXUAL HARASSMENT POLICY IN WORK PLACE

The Company is not required to constitute an Internal Complaints Committee as the
number of employees in the Company are 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
on March 31,2023 will be available on the Company's website at www.somdattfin.com.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public or its
employees under Section 73 of the Act and rules made thereunder, during the year under
review.

DETAILS OF MATERIAL CHANGES AND COMMITMENTS

There is no significant and material order, after March 31,2023, passed by any of
regulators, court of law or tribunals impacting the going concern status of the company or
impacting its operations in future.

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 the part of this Directors' Report.

STATUTORY AUDITORS

M/s. D.S. Talwar & Co. (Firm Registration No.000993N) was appointed as the
statutory auditors of the Company for a period of five consecutive years from the
conclusion of 29th Annual General Meeting till the conclusion of 34th AGM.

The requirement to place the matter relating to appointment of auditors for
ratification by Members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the ensuing AGM.

M/s. D.S. Talwar & Co. (Firm Registration No.000993N.) has furnished a certificate
of their eligibility and consent under Section 139 and 141 of the Act and the Companies
(Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for
the FY 2023-24. In terms of the Listing Regulations, the Auditors have confirmed that they
hold a valid certificate issued by the Peer Review Board of the ICAI.

AUDITORS REPORTS

The Auditor's Report on the Audited Financial Statement of the Company for the year
ended 31st March, 2023 do not contain any qualification, reservation or adverse
remark so need not require any explanation or comment.

SECRETARIAL AUDIT

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
M/s Naveen Narang & Associates, Company Secretary in practice as Secretarial Auditor
of the Company to conduct the Secretarial Audit for the Financial Year ended March 31,
2023.

The Secretarial Audit Report for the Financial Year ended on March 31,2023 issued by
Secretarial Auditor do not contain any qualification, reservation or adverse remark so
need not require any explanation or comment.

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 has no
particulars to report regarding conservation of energy and technology absorption.

During the year, the Company's expenditure in foreign exchange is 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 provided as part of the Director's
Report. During the year under review, the Company had no employees on Company's role in
receipt of remuneration attracting the provisions of Section 197(12) of Companies Act,
2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

CHANGE IN MANAGEMENT CONTROL AND SHAREHOLDING

Mr. Bhaskara Rao Bollineni and Mr. Bhavanam Ruthvik Reddy (‘Acquirers') entered
into a Share Purchase Agreement dated November 09, 2022 (‘SPA') with the promoters
namely Mr. Kuldip Singh Rathee and Mrs. Vijay Rathee (‘Sellers'), pursuant to which,
the Sellers had agreed to sell and the Acquirers had agreed to purchase 69,39,650 equity
shares of the Company having a face value of Rs. 10 each, representing 69.34% of the total
issued, outstanding and fully paid-up equity share capital carrying voting rights of the
Company, for an aggregate consideration of Rs. 23,51,00,000 (Rupees twenty three crores
fifty one lakhs only), computed at Rs. 33.88 (Rupees Thirty three and eighty eight paise
only) per Equity Share. Accordingly, the

Company made application to the Reserve Bank of India for change in Control and
Management of the Company. Subsequently, the Company received the approval of the Reserve
Bank of India, for the aforesaid transaction vide its letter dated 11/05/2023.

Pursuant to the SPA, an Open Offer will be made by the Acquirers i.e. Mr. Bhaskara Rao
Bollineni and Mr. Bhavanam Ruthvik Reddy in pursuance of Regulations 3(1) and 4 of the
SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011 for substantial
acquisition of shares and voting rights accompanied with change in control and management
of the Company to all the public shareholders of the Company to acquire upto 26,02,073
fully paid-up equity shares of face value of Rs. 10 each carrying voting rights,
representing 26.00% of the total voting equity share capital of the Company on a fully
diluted basis.

After the Open Offer, the Sellers will sell their entire shareholding of 69,39,650
equity shares of the Company having a face value of Rs. 10 each, representing 69.34% of
the total issued, outstanding and fully paid-up equity share capital carrying voting
rights of the Company, on the aforesaid consideration.

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, forms part of this Directors' 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.