Crescentis Capital Limited — Proxy Solicitation & Information Statement 2025

Jun 30, 2025

SOM DATT FINANCE CORPORATION LTD.

CIN: L65921TS1993PLC188494

June 30, 2025

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400001 (Scrip Code: 511571 )

Subject: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), please find enclosed herewith the Postal Ballot Notice dated June 25, 2025 ("Notice"), seeking the approval of the Members of the Company by way of passing Special and/or Ordinary Resolutions, as applicable.

In accordance with the various circulars issued by the Ministry of Corporate Affairs from time to time, the Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members / Register of Beneficial Owners as on Friday, June 27, 2025 ("Cut-Off Date"), as received from the Depositories, and whose e-mail addresses are registered with the Company / Depositories.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide remote e-voting facilities to all its Members. The remote e-voting period will commence on Tuesday, July 1, 2025, at 9:00 a.m. (IST) and will conclude on Wednesday, July 30, 2025, at 5:00 p.m. (IST) . The e-voting module shall be disabled thereafter by NSDL.

The results of the Postal Ballot will be declared on or before Friday, August 1, 2025 , and will be placed on the website of the Company at www.somdattfin.com and on the website of NSDL at www.evoting.nsdl.com . The results will also be simultaneously communicated to BSE at www.bseindia.com .

The said Postal Ballot Notice is also available on the Company’s website at www.somdattfin.com and on NSDL’s website at www.evoting.nsdl.com .

You are kindly requested to take the above on record.

Thanking you,

Yours faithfully,

For Som Datt Finance Corporation Limited

Neha Digitally signed by Neha Agarwal Date: 2025.06.30 Agarwal 14:11:23 +05'30'

Neha Agarwal

Company Secretary and Compliance Officer

Encl.: As above

----------------------------------------------------------------------------------------------------------------------------------------------------------------REGD OFFICE : 8-2-502/1/A, Ground Floor, JIVI Towers, Road No 7, Banjara Hills, Hyderabad, Telangana, India, 500034 Email: compliancesdfl@gmail.com website:www.somdattfin.com

Postal Ballot Notice

Som Datt Finance Corporation Ltd.

SOM DATT FINANCE CORPORATION LTD

CIN: L65921TS1993PLC188494

REGD OFFICE: 8-2-502/1/A, Ground Floor, JIVI Towers, Road No 7, Banjara Hills, Hyderabad, Telangana, India, 500034

Tel No: 040 45267248, Mob No.: 9810228093; Email id: compliancesdfl@gmail.com, Website: www.somdattfin.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended.]

E-Voting Start Date:	E-Voting End Date
Tuesday, July 01, 2025 at 9.00 am (IST)	Wednesday, July 30, 2025 at 5:00 pm (IST)

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or reenactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-Voting, vide General Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by subsequent circulars issued in this regard and the latest being Circular No. 09/2023 dated September 25, 2023 and Circular No. 09/2024 dated September 19, 2024 (the “MCA Circulars”), to transact the special businesses as set out hereunder by passing said Resolutions by way of postal ballot only by voting through electronic means (‘remote e-voting’).

Pursuant to Section 102 and Section 110, and other applicable provisions of the Act, the statement regarding the said Resolutions, setting out the material facts and the reasons/ rationale thereof, is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

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In compliance with the MCA Circulars, Som Datt Finance Corporation Ltd. (‘Company/SDFCL’) is sending this Notice ONLY in electronic form to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/ Depositories. Accordingly, a physical copy of the Notice, Postal Ballot Form, and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The detailed procedure for remote e-voting forms part of this Notice's ‘Notes’ section.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars, and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of the National Securities Depository Limited (‘NSDL’) to provide a remote e-voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at www.somdattfin.com.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the ‘Notes’ section of this Notice for the casting of votes by remote e-voting not later than 5.00 p.m. (IST) on Wednesday, July 30, 2025. NSDL will disable the remote e-voting facility immediately thereafter.

The Board of Directors of the Company at their meeting held on Wednesday, June 25, 2025, has appointed Mrs. Jyoti Narang (Membership No. 5698 CP No: 5199), partner of Naveen Narang & Associates, Practicing Company Secretaries as the Scrutinizer pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, for conducting the postal ballot /evoting process fairly and transparently. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

The Scrutinizer will submit her report, after the completion of scrutiny, to the Board of Directors of the Company or any officer authorized by the Board. The results shall be declared on or before Friday, August 01, 2025, and will be displayed on the Company's website at www.somdattfin.com and will also be communicated to the Stock Exchanges, and results will be placed on the website of the National Securities Depository Limited ('NSDL') at www.evoting.nsdl.com. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Wednesday, July 30, 2025, i.e., the last date specified for receipt of votes through the e-voting process.

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SPECIAL BUSINESS

1) RE-APPOINTMENT OF MS. JAYANTHI TALLURI (DIN: 09272993) AS NONEXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 152, and other applicable provisions of the Companies Act, 2013 (“the Act”), read with Schedule IV of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the consent of the members be and is hereby accorded for the re-appointment of Ms. Jayanthi Talluri (DIN: 09272993), who was appointed as an Independent Director on September 12, 2023, and whose current term expires on September 11, 2025, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of Two years, commencing from September 12, 2025, up to September 11, 2027 on such remuneration and terms & conditions as may be determined by the Board of Directors, within the limits prescribed under the Act and the Listing Regulations.

RESOLVED FURTHER THAT Managing Director, Chief Executive Officer, and Company Secretary of the Company are hereby severally authorised to sign and submit the necessary, forms, intimations, and e-forms with the relevant statutory authorities and to do all such acts, deeds, matters, and things as may be necessary to give effect to the above resolution.”

2) INCREASING THE BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C) OF COMPANIES ACT, 2013 UPTO INR 500,00,00,000/- (FIVE HUNDRED CRORES ONLY):

To consider and if thought fit to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 (“Act”) read with applicable rules framed thereunder (including any statutory amendment, modification or re-enactment thereof, for the time in force), applicable regulations framed by Securities Exchange Board of India, applicable provisions of Foreign Exchange Management Act, 1999 read with rules or regulations framed thereunder, enabling provisions of the Memorandum and Articles of Association of the Company and such other applicable laws and regulations and subject to the permissions, approvals, consents and sanctions as may be necessary to be obtained from appropriate authorities, to the extent applicable and wherever necessary, consent of the Members be and is hereby accorded to empower Board of Directors (hereinafter referred to as ‘the Board’) to

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borrow any sum of money, from time to time, whether in Indian or foreign currency, in any manner including but not limited to, fund based or non-fund based assistance, term loan, guarantees, working capital facilities, overdraft facilities, lines of credit, inter corporate deposits, credit facilities, external commercial borrowings or any other form of financial assistance, from any person including but not limited to any company, individual, body corporate, banks, financial institutions or any other person, whether Indian or foreign, in any form including but not limited to by way of draw-down or issue of securities, whether in India or outside India, upon such terms & conditions as regards to interest, repayment, tenor, security or otherwise, as the Board may determine and think fit, such that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company but shall not exceed at any time a sum equivalent to INR 5,00,00,00,000/- (Five Hundred Crores Only).

RESOLVED FURTHER THAT consent of the Members be and is hereby accorded to delegate the power to the Board to use / modify / amend / reduce/enhance the existing or new borrowing facilities inter-changeably among various lenders, without any restriction on borrowing from a specific lender, subject to the overall borrowing limit.

RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to do all such acts, deeds, matters and things, arrange, give such directions as may be deemed necessary or expedient, or settle the terms and conditions of such instrument, securities, loan, debt instrument, agreement as the case may be, on which all moneys as are borrowed, or to be borrowed, from time to time, as to interest, repayment, security, or otherwise howsoever as it may think fit, and to execute all such documents, instruments and writings as may be required to give effect to this resolution and for matters connected herewith or incidental hereto, including intimating the concerned authorities or regulatory bodies and delegating all or any of the powers conferred herein to any committee, director, or officer of the Company.”

• 3) INCREASING THE LIMITS UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013 FOR SECURITIZATION/DIRECT ASSIGNMENT, CREATION OF CHARGES, PLEDGE, MORTGAGES, HYPOTHECATION ON THE IMMOVABLE AND MOVABLE PROPERTIES OF THE COMPANY UPTO INR 5,00,00,00,000/(FIVE HUNDRED CRORES ONLY):

To consider and if thought fit to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and any other applicable provisions of the Companies Act, 2013 (“Act”) read with applicable rules framed thereunder (including any statutory amendment, modification or re-enactment thereof, for the time in

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force), applicable regulations framed by Securities Exchange Board of India, applicable provisions of Foreign Exchange Management Act, 1999 read with rules or regulations framed thereunder, enabling provisions of the Memorandum and Articles of Association of the Company and such other applicable laws and regulations and subject to the permissions, approvals, consents and sanctions as may be necessary to be obtained from appropriate authorities, to the extent applicable and wherever, consent of the Members be and is hereby accorded to empower Board of Directors (hereinafter referred to as ‘the Board’) to mortgage, hypothecate, pledge, create charge, securitization/direct assignment, in addition to mortgage, hypothecate, pledge, create charge, securitization/direct assignment already created by the Company, in such manner as may be determined, on all or any of the moveable or immoveable properties or assets of the Company, both present and future and or whole or any part of undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events of defaults to secure the borrowings of the Company, in foreign currency and / or rupee currency and securities or other debt instruments issued / to be issued by the Company from time to time, in favor of the Lender(s), Agent(s) and Trustee(s), together with interest at the respective agreed rates, additional interest, compounded interest, in case of default accumulated interest, liquidated damages, commitment charges, premium on prepayment, remuneration of the Agents / Trustee, premium (if any) on redemption, all other costs, charges and expenses as a result of devaluation / revaluation / fluctuation in the rates of exchange and all other monies payable by the Company in terms of the Loan Agreement(s) / Trust Deeds(s) / other Agreement(s) / any other documents, entered into / to be entered into between the Company and the Lender(s) / Agent(s) and Trustee(s), in respect of the said loans / borrowings / debentures / bonds or other securities and containing such specific terms, conditions and covenants in respect of enforcement of security as may be stipulated in that behalf from time to time but shall not exceed at any time a sum equivalent to INR 500,00,00,000/- (Five hundred Crores Only).

RESOLVED FURTHER THAT consent of the Members be and is hereby accorded to delegate the Board to use / modify / amend / reduce/enhance the existing or new borrowing facilities/charges inter-changeably among various lenders, without any restriction on borrowing from a specific lender, subject to the overall borrowing limit.

RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to do all such acts, deeds, matters and things, arrange, give such directions as may be deemed necessary or expedient, or settle the terms and conditions of such instrument, securities, agreement as the case may be, on which all moneys as are borrowed, or to be borrowed, from time to time, as to interest, repayment, security, or otherwise howsoever as it may think fit, and to execute all such documents, instruments and writings as may be required to give effect to this resolution and for matters connected herewith or incidental hereto, including intimating the concerned authorities or regulatory bodies and delegating all or any of the powers

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conferred herein to any committee, director, or officer of the Company.”

4) APPROVAL OF MATERIAL RELATED PARTY TRANSACTION(S) BETWEEN COMPANY & BSCPL INFRASTRUCTURE LTD

To consider and if thought fit to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 2(1)(zc), Regulation 23(4), and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (the “Act”) read with the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and in accordance with the Policy on Related Party Transactions of Som Datt Finance Corporation Ltd. (the “Company”), and based on the prior approval of the Audit Committee, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee constituted or to be constituted by the Board from time to time to exercise its powers conferred by this resolution), to continue with the existing sub-lease agreement(s), arrangement(s) and/or transaction(s), and/or to enter into and/or execute new sub-lease agreement(s), arrangement(s), and/or transaction(s) (whether by way of an individual transaction or a series of transactions taken together), with BSCPL Infrastructure Ltd., a related party as defined under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed upon between the Company and BSCPL Infrastructure Ltd., for sub-leasing of premises and related transactions for the purpose of business.

RESOLVED FURTHER THAT such transaction(s) shall be for an aggregate value not exceeding ₹19,25,000 (Rupees Nineteen Lakhs Twenty-Five Thousand Only), including the amount of the security deposit, for the period from August 01, 2025 to March 31, 2026, at a monthly rent of ₹1,75,000 (Rupees One Lakh Seventy-Five Thousand Only), and shall be entered into during the financial year 2025–26; provided further that such sub-lease agreement(s), arrangement(s), and/or transaction(s) shall be undertaken at arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things as may be necessary, proper, or expedient, including but not limited to finalising the terms and conditions, methods and modes in respect thereof, and executing necessary documents including sub-lease agreements, schemes, contracts, deeds and other documents, filing necessary applications, making representations, and seeking approvals from regulatory or governmental authorities, as applicable, to give effect to this resolution and to settle any question, difficulty or doubt that may arise in this regard, without being required

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to seek any further approval of the Members of the Company, and the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred herein to any Director(s), Key Managerial Personnel, Officer(s), or Authorised Representative(s) of the Company, to do all such acts, deeds, matters and things as may be deemed necessary or expedient to give effect to this resolution.”

RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

5) APPROVAL OF MATERIAL RELATED PARTY TRANSACTION WITH PRAKARA LEARNING PRIVATE LIMITED

To consider and if thought fit to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4), and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”), read with the rules made thereunder, as amended from time to time, and in accordance with the Policy on Related Party Transactions of Som Datt Finance Corporation Limited (“Company”), and based on the prior approval of the Audit Committee, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted/empowered/to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to grant loan(s), provide guarantee(s), and/or security(ies), make investment(s), and/or enter into subvention agreement(s), in one or more tranches, with Prakara Learning Private Limited, a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Prakara Learning Private Limited, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed value as detailed in the explanatory statement provided that the said Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) shall be carried out in the ordinary course of business and at arm’s length basis, subject to compliance with applicable laws, regulations, and the Company’s Policy on Related Party Transactions.

RESOLVED FURTHER THAT t he Board be and is hereby authorised to finalise and approve the terms and conditions of such loan(s), guarantee(s), security(ies) and/or investment(s), execute all necessary agreements, documents, undertakings and deeds in this regard, and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give

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effect to this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Director(s), Key Managerial Personnel(s), or any other officer(s) or authorised representative(s) of the Company, to do all such acts and take all such steps as may be necessary or expedient to give effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board or any person authorised by the Board in connection with the aforesaid matter be and are hereby approved, ratified and confirmed in all respects.”

6) APPROVAL OF MATERIAL RELATED PARTY TRANSACTION WITH DOC TUTORIAL EDUTECH PRIVATE LIMITED.

To consider and if thought fit to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4), and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the applicable provisions of the Companies Act, 2013 (“Act”), read with the rules made thereunder, each as amended from time to time, and in accordance with the Policy on Related Party Transactions of Som Datt Finance Corporation Limited (“Company”), and based on the prior approval of the Audit Committee, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted or to be constituted by the Board from time to time to exercise the powers conferred by this resolution) to grant loan(s), provide guarantee(s), and/or security(ies), make investment(s), and/or enter into subvention agreement(s), in one or more tranches, with Doc Tutorial Edutech Private Limited, a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be mutually agreed between the Company and Doc Tutorial Edutech Private Limited, such that the maximum value of the Related Party Transactions with such party, in aggregate, does not exceed value as detailed in the explanatory statement provided that the said Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) shall be carried out in the ordinary course of business and at arm’s length basis, subject to compliance with applicable laws, regulations, and the Company’s Policy on Related Party Transactions.

RESOLVED FURTHER THAT the Board be and is hereby authorised to finalise and approve the terms and conditions of such loan(s), guarantee(s), security(ies), and/or investment(s), to execute all necessary agreements, documents, deeds, and writings in this regard, and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.

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RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred herein to any Director(s), Key Managerial Personnel, Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take all such steps as may be necessary or expedient to give effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board or by any person duly authorised by the Board in connection with the aforesaid matter be and are hereby approved, ratified and confirmed in all respects. ”

Place: Registered office Date: June 25, 2025

By Order of the Board of Directors For Som Datt Finance Corporation Ltd Sd/- Neha Agarwal Company Secretary and Compliance Officer

NOTES:

1. The relevant Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘Act’) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed as “Annexure-1” hereto and forms part of this Notice.

2. In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories/ RCMC Share Registry Pvt. Ltd, the Company’s Registrar and Transfer Agent (‘RTA’), as of Friday, June 27, 2025 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as of the CutOff Date i.e., Friday , June 27, 2025 .

3. Only those Members whose names appear in the Register of Members / List of Beneficial Owners as of the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

4. It is however clarified that all Members of the Company as of the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote about the aforementioned Resolutions in accordance with the process specified in this Notice.

5. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22

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of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2, and the MCA Circulars, the Company is pleased to provide remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in this Notice.

1. The remote e-voting shall commence on commence at 9.00 a.m. (IST) on Tuesday, July 01, 2025, and ends at 5:00 p.m. (IST) on Wednesday, July 30, 2025. During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

2. The Board of Directors has appointed Mrs. Jyoti Narang (Membership No. 5698 CP No: 5199) partner of Naveen Narang & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the postal ballot process fairly and transparently.

3. The Scrutinizer will submit his report to the Board, or any other person authorised by them, after scrutiny of the votes cast, on the result of the Postal Ballot on or before Friday, August 01, 2025 . The Scrutinizer’s decision on the validity of the votes cast will be final.

4. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.somdattfin.com and the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Board or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

10. The Resolution, if passed by the requisite majority through Postal Ballot by remote e-voting, will be deemed to have been passed on the last date specified for e-voting, i.e., Wednesday, July 30, 2025.

1. Members may download the Notice from the website of the Company at www.somdattfin.com or from the website of NSDL at www.evoting.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com.

2. The vote in this Postal Ballot cannot be exercised through proxy.

13. Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to compliancesdfl@gmail.com from their registered e-mail addresses, mentioning their names, folio numbers, DP ID, and Client ID between the period Tuesday, July 01, 2025, to Wednesday, July 30, 2025.

1. Process to cast votes through remote e-voting:

The way to vote electronically on the NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:

Step 1: Access to the NSDL e-Voting system

A. Login method for e-Voting for Individual shareholders holding securities in demat mode

Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, on ‘eVoting facility provided by Listed Companies’, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile numbers and e-mail ID in their demat accounts to access the e-voting facility.

The login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders

1. Existing IDeAS users can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile device. On the e-Services home page, click on the “Beneficial Owner” icon under “Login,” which is available under the ‘IDeAS’ section. This will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under value-added services. Click on “Access to e-Voting” under e-Voting services, and you will be able to see the e-Voting page. Click on the company name or e-voting service provider, i.e., NSDL, and you will be redirected to the e-voting website of NSDL for casting your vote during the remote e-voting period. 2. If you are not registered for IDeAS e-Services, the option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-voting website of NSDL. Open the web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile device. Once the home page of the e-voting system is launched, click on the icon “Login” which is available under the ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP, and a Verification Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site where you can see the e-Voting page. Click on the company name or e-voting service provider, i.e., NSDL, and you will be redirected to the e-voting website of NSDL for casting your vote during the remote e- voting period. 4. Shareholders/Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for a seamless voting experience. 5.

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• Individual Shareholders 1. Existing users who have opted for CDSL Easi / Easiest can log in

• holding securities in through their user ID and password. The option will be made

• demat mode with CDSL. available to the Ach e-Voting page without any further authentication. The users to log in to Easi / Easiest are requested to visit the CDSL website www.cdslindia.com and click on the login icon & New System Myeasi Tab, and then use your existing My easi username & password.

2. After successful login of Easi/Easiest, the user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by the Company. On clicking the e-voting option, the user will be able to see the e-voting page of the e-voting service provider for casting their vote during the remote e-voting period. Additionally, there are links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, the option to register is available at https://web. cdslindia.com/myeasi/Registration/Easi/Registration

	**3. **	If the user is not registered for Easi/Easiest, the option to register is available at https://web. cdslindia.com/myeasi/Registration/Easi/Registration
	**4. **	Alternatively, the user can directly access the e-voting page by
		providing a Demat Account Number and PAN No. from an e-voting
		link on the www.cdslindia.com home page. The system will
		authenticate the user by sending OTP on the registered Mobile & and
		e-mail as recorded in the Demat Account. After successful
		authentication, the user will be able to see the e-Voting option where
		the e-Voting is in progress and also be able to directly access the
		system of all e-VotingService Providers.
Individual Shareholders	1.	You can also log in using the login credentials of your demat account
(holding securities in		through your Depository Participant registered with NSDL/CDSL for
demat mode) log in		the e-voting facility.
through their depository participants	2.	Upon logging in, you will be able to see the e-voting option. Click on the e-Voting option, you will be redirected to the NSDL/CDSL
		Depository site after successful authentication, wherein you can see
		the e-Voting feature.
	**5. **	Click on the company name or e-voting service provider, i.e., NSDL,
		and you will be redirected to the e-voting website of NSDL for casting
		your vote duringthe remote e-voting period.

Important note: Members who are unable to retrieve their User ID/ Password are advised to use the ‘Forget User ID’ and ‘Forget Password options available at the above-mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository, i.e., NSDL and CDSL:

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**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact the NSDL helpdesk bysending arequest to evoting@nsdl.co.in or calling toll- free numbers: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact the CDSL helpdesk by sending arequest to helpdesk.evoting@cdslindia.com orby contacting at toll-free number 1800 22 55 33

B. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to log in to the NSDL e-Voting website?

1. Visit the e-voting website of NSDL. Open the web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile device.

2. Once the home page of the e-Voting system is launched, click on the icon ‘Login’ which is available under the ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP, and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL services, i.e., IDEAS, you can log in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log in to NSDL services after using your log-in credentials, click on e-Voting, and you can proceed to Step 2, i.e., Cast your vote electronically .

1. Your User ID details are given below:

Manner of holding shares, i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:
For Members who hold shares in a Demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12,thenyour user ID is IN30012**.
For Members who hold shares in a demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12**, then your user ID is 12**
For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company For example, if the folio number is 001 and EVEN is 101456,then the user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-voting, then you can use your existing password to log in and cast your vote.

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• b) If you are using the NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ that was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password , and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your e-mail address is registered in your demat account or with the company, your ‘initial password’ is communicated to you at your e-mail address. Trace the email sent to you from NSDL in your mailbox. Open the e-mail and open the attachment, i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for the NSDL account, the last 8 digits of the client ID for the CDSL account, or the folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your e-mail address is not registered, please follow the detailed procedure with respect to registration of e-mail addresses as mentioned in note no. 16 of this Notice.

• If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:

• a) Click on Forgot User Details/Password? (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

• b) Click on. (If you are holding shares in physical mode) option available on www.evoting.nsdl.com

• c) If you are still unable to get the password by the aforesaid two options, you can send a request to evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name, and your registered address, etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

• After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting the check box.

• Now, you will have to click on the ‘Login’ button.

• After you click on the ‘Login’ button, the Home page of e-Voting will open.

Step 2: Cast your vote electronically on the NSDL e-Voting system.

How to cast your vote electronically on the NSDL e-Voting system?

1. After a successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares, having a voting cycle.

2. Select ‘EVEN’ of the Company, which is 124794, for which you wish to cast your vote during the remote e-voting period.

3. Now you are ready for e-voting as the Voting page opens.

4. Cast your vote by selecting appropriate options, i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote, and click on ‘Submit’ and also ‘Confirm’ when prompted.

5. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for Shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to upload their Board Resolution / Power of Attorney / Authority Letter by clicking on ‘Upload Board Resolution/Authority Letter’ displayed under ‘e-Voting’ tab on the screen or send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter, etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e- mail to nnarang@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and to take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call toll-free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Amit Vishal, Asst. Vice President-NSDL or Mr. Sanjeev Yadav, Assistant Manager– NSDL at evoting@nsdl.co.in or contact at NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

Process for those shareholders whose email IDs are not registered with the depositories for procuring user ID and passwords and registration of e-mail IDs for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to compliancesdfl@gmail.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to compliancesdfl@gmail.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained in step 1 (A), i.e. Login method for e-voting and joining virtual meetings for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholders/members may send a request to evoting@nsdl.co.in to procure a user ID and password for e-voting by providing above mentioned documents.

4. In terms of the SEBI circular dated December 9, 2020, on the e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account to access the e-voting facility.

By Order of the Board of Directors For Som Datt Finance Corporation Ltd Sd/Neha Agarwal Place: Registered office Company Secretary and Compliance Officer Date: June 25, 2025 M. No.-A22107

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ANNEXURE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item 1:

The Board of Directors, at its meeting held on May 28, 2025, based on the recommendation of the Nomination and Remuneration Committee (NRC), approved and proposes the re-appointment of Ms. Jayanthi Talluri (DIN: 09272993) as an Independent Director for a second term of two (2) years, commencing from September 12, 2025 to September 11, 2027.

Ms. Jayanthi Talluri was first appointed as an Independent Director on September 12, 2023, and her current term will conclude on September 11, 2025. Her re-appointment is proposed in accordance with the provisions of Section 149 of the Companies Act, 2013, read with Schedule IV and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”).

Ms. Jayanthi Talluri is a seasoned legal professional with over 24 years of experience in litigation and corporate legal advisory across sectors such as healthcare, IT & ITES, infrastructure, real estate, airports, and commercial corporate matters. She is an alumna of the prestigious National Law School of India University (NLSIU), Bangalore, and was mentored by her late father, Mr. T.S. Haranath, a respected senior advocate of the High Court of Andhra Pradesh.

In addition to her legal credentials, Ms. Talluri is an IIAM-certified International Business Negotiator and holds a Six Sigma Green Belt in Contract Management. She has also served as a corporate trainer on the Prevention of Sexual Harassment (POSH) and as an External Member and Inquiry Officer for Internal Committees across several corporate entities.

Her wide-ranging legal expertise, ethical grounding, and demonstrated leadership have significantly contributed to the Company's legal governance framework, compliance culture, and board-level decision-making. The Board is of the firm opinion that her continued association will enhance the Company’s governance standards and provide valuable insights into legal and regulatory matters.

The Board believes that Ms. Jayanthi Talluri’s re-appointment will continue to bring immense value to the Company, given her extensive experience and track record. Accordingly, the Board recommends her re-appointment as an Independent Director not liable to retire by rotation, for a second term of two years from September 12, 2025 to September 11, 2027, in accordance with the Articles of Association of the Company.

The Company has received all necessary statutory disclosures and declarations from Ms. Jayanthi Talluri, confirming her eligibility for reappointment as per the Companies Act, 2013 and SEBI LODR, including:

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1. Written Consent (Form DIR-2): She has provided her consent to act as an Independent Director.

2. Intimation in Form DIR-8: She has confirmed that she is not disqualified under Section 164(2) of the Companies Act, 2013.

3. Declaration of Independence: She has declared that she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR.

4. Non-Debarment Declaration: She has confirmed that she has not been debarred from holding the office of Director by any regulatory authority.

5. Ability to Discharge Duties: She has confirmed that there are no circumstances that would impair her ability to discharge duties as an Independent Director.

6. Transactions with Subsidiaries: She has confirmed that she has not been a partner in any firm involved in transactions with the Company or its subsidiaries amounting to 10% or more of their gross turnover in the past three financial years.

The Board has thoroughly reviewed Ms. Jayanthi Talluri’s disclosures and confirms that she meets all conditions for reappointment under the Companies Act, 2013, and SEBI LODR, and continues to remain independent of the Company’s management.

Except for Ms. Jayanthi Talluri, whose reappointment is being proposed, none of the Directors, Key Managerial Personnel (KMP), or their respective relatives have any concern or interest, financial or otherwise, in the resolution.

The Board is of the opinion that Ms. Jayanthi Talluri’s continued association will be of significant benefit to the Company and therefore recommends the special resolution set out in Item No. 1 for approval by the members.

DISCLOSURE PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATION AND INFORMATION PURSUANT TO CLAUSE 1.2.5 OF THE SECRETARIAL STANDARD – II ON GENERAL MEETINGS (SS-2):

Particulars	Details
Name	Ms. Jayanthi Talluri
DIN	09272993
Age	51 years (Date of Birth: December 17, 1972)
Designation	Independent Director
Date of First Appointment on the Board	September 12, 2023
Proposed Term	September 12, 2025 to September 11, 2027
Qualifications	B.A. LL.B. (Hons.), NLSIU Bangalore; IIAM-Certified International Business Negotiator; Six Sigma Green Belt in

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Particulars	Details
	Contract Management
Expertise in Specific Functional Areas	Litigation, Corporate Legal Affairs, Compliance, POSH, Infrastructure Law, Contract Negotiation
Brief Profile	Over 24 years of experience in legal advisory across various sectors. Strong background in corporate law, governance, and policy advocacy. Former trainer and advisor on POSH compliance.
Shareholding in the Company	Nil
Relationships with Other Directors or KMP	None
Remuneration Last Drawn	Sitting fees only
Remuneration Proposed	Sitting fees for attending Board and Committee meetings; no other remuneration payable
No. of Board Meetings Attended (FY 2024–25)	6 (Six)
Directorships in Other Companies	International Conveyors Limited - Refex Renewables & Infrastructure Limited - Securekloud Technologies Limited - Talluri Law Consultancy (OPC) Private Limited - Talluri's Kitchen Temple Private Limited
Committee Positions in Other Public Companies	• Som Datt Finance Corporation Ltd– Member: Audit Committee Member: Nomination & Remuneration Committee • International Conveyors Ltd– Member: Audit Committee Member: Stakeholders Relationship Committee • Securekloud Technologies Ltd– Chairperson: Audit Committee Member: Stakeholders Relationship Committee Member: Nomination & Remuneration Committee • Refex Renewables & Infrastructure Ltd– Chairperson: Audit Committee Chairperson: Nomination & Remuneration Committee Member: Stakeholders RelationshipCommittee

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Item 2 & 3:

The shareholders of the Company had earlier approved the borrowing limits up to ₹50 crore in accordance with Sections 180(1)(c) and 180(1)(a) of the Companies Act, 2013, through a postal ballot dated March 27, 2025.

Subsequently, the Company has evaluated its further capital requirements in light of its ongoing business operations and future expansion plans. To align with the Company’s operational and growth strategies, it is now proposed to increase the borrowing limits to ₹500 crore (Rupees Five Hundred Crore only).

In view of the Company’s ongoing business activities and ambitious growth plans, particularly given the capital-intensive nature of the Non-Banking Financial Company (NBFC) sector, which requires substantial liquidity to fund lending and operational activities, the Company has reassessed its capital requirements. To effectively support its expanding operations and strategic initiatives, it is now proposed to increase the borrowing limit to ₹500 crore (Rupees Five Hundred Crore only).

Under Section 180(1)(c) of the Companies Act, 2013, the Board of Directors is empowered to borrow funds on behalf of the Company, subject to the condition that such borrowings do not exceed 100% of the aggregate of the paid-up share capital, free reserves, and securities premium of the Company, excluding temporary loans obtained in the ordinary course of business from bankers.

The borrowings may be secured or unsecured. For secured borrowings, the Company may create security interests by way of mortgage, hypothecation, pledge, charge, securitization, or direct assignment over any movable or immovable assets or properties of the Company, in such form, manner, and priority as deemed appropriate by the Board in consultation with the lenders.

Pursuant to Section 180(1)(a) of the Companies Act, 2013, the creation of such security interests requires prior approval of the shareholders by way of a special resolution.

Accordingly, the Board recommends the shareholders to accord their approval to the special resolutions set forth in Items Nos. 2 and 3 of the accompanying Notice.

None of the Directors, Key Managerial Personnel, or their relatives have any concern or interest, financial or otherwise, in the resolutions proposed under Items Nos. 2 and 3.

Item 4, 5 & 6:-

Section 188 of the Companies Act, 2013 (“the Act”), read with the Companies (Meetings of Board and its Powers) Rules, 2014, stipulates that a company shall not enter into any transaction with a related party without prior approval of the Board and, where applicable, the shareholders— particularly where such transactions are not: (a) in the ordinary course of business, or (b) conducted on an arm’s length basis. The proposed related party transactions, as referred to in the resolution, are both in the ordinary course of business and at arm’s length.

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Furthermore, Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), mandates that all material related party transactions and any subsequent material modifications, as defined by the Audit Committee under sub-regulation (2) of Regulation 23, must be approved by the shareholders through an ordinary resolution. Additionally, no related party is permitted to vote on such resolutions, irrespective of whether the entity is directly involved in the transaction.

A related party transaction is considered material if the transaction(s), whether individually or aggregated with prior transactions during a financial year, exceed ₹1,000 crore or 10% of the listed entity’s annual consolidated turnover, as per its last audited financial statements—whichever is lower.

Regulation 2(1)(zb) of SEBI (LODR) Regulations “Related party” means a related party as defined under Section 2(76) of the Companies Act, 2013 or under the applicable accounting standards. Provided that:

• (a) Any person or entity forming part of the promoter or promoter group of the listed entity; or

(b) Any person or entity holding equity shares in the listed entity—

• (i) 20% or more, or

• (ii) 10% or more, with effect from April 1, 2023,

either directly or on a beneficial interest basis as per Section 89 of the Companies Act, 2013, at any time during the immediately preceding financial year, shall be deemed to be a related party.

As per Regulation 2(1)(zc) of the SEBI Listing Regulations, a “related party transaction” refers to any transaction involving the transfer of resources, services, or obligations between:

• (i) a listed entity or any of its subsidiaries on one hand, and a related party of the listed entity or its subsidiaries on the other; or

• (ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other, where the purpose and effect of the transaction is to benefit a related party of the listed entity or any of its subsidiaries.

This definition applies irrespective of whether any consideration is involved, and covers both single transactions and a group of transactions executed under a contract, effective from April 1, 2023.

In light of the above provisions, the shareholders approval is sought It is proposed by the Management of the Company to enter into transactions with

• BSCPL Infrastructure Limited – Leasing of premises (Registered Office)

• Prakara Learning Private Limited – Loan under the Subvention Model

• DocTutorials Edutech Private Limited – Loan under the Subvention Model

The background for the proposed transactions with each related party is outlined below:

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BSCPL Infrastructure Limited- Leasing of Premises i.e Registered Office.

BSCPL Infrastructure Limited is an infrastructure development company specializing in road and irrigation projects, with diversified interests in real estate and hydropower.

The Company executed a sub-lease agreement for its Registered Office at Jivi Tower, Hyderabad, with M/s. BSCPL Infrastructure Limited (a promoter-related entity) in September 2024. This agreement, covering eleven months at a monthly rent of ₹1,75,000 and a refundable deposit of ₹5,25,000 for 3,437 sq.ft., has been duly approved and ratified by the Board of Directors and the Audit Committee (comprising only Independent Directors) on May 28, 2025.

Additionally, the Board on the recommendation of Audit Committee approved the renewal of the lease with BSCPL Infrastructure Limited for a further period of eight months from August 1, 2025, to March 31, 2026, at the same monthly rent, amounting to ₹14,00,000 in total.

As per the applicable provisions of Regulation 23 of the SEBI Listing Regulations, transactions with related parties that exceed the prescribed materiality threshold require prior approval of shareholders by way of an ordinary resolution. Since the aggregate value of transactions with BSCPL Infrastructure Limited is expected to exceed this threshold, shareholder approval is being sought for the related party lease agreements.

Som Datt Finance Corporation Limited ("the Company") is engaged in the ordinary course of business in providing financial services, including education-linked loans. As part of its outreach strategy and to enhance operational effectiveness, the Company collaborates with various institutions, including those that may qualify as related parties under Regulation 2(1)(zb) of the SEBI Listing Regulations.

Prakara Learning Private Limited and DocTutorials Edutech Private Limited - Loan under Subvention Model

The Company proposes to enter into financial arrangements with Prakara Learning Private Limited ("Prakara") and DocTutorials Edutech Private Limited ("DocT"), both related parties/promoter group entities.

These transactions involve the Company providing education loans to students enrolling in courses offered by Prakara and DocT. After deducting applicable charges such as processing fees, advance EMIs, and subvention amounts, the net disbursed amounts are remitted to these institutions as per the respective Memorandums of Understanding (MoUs).

To mitigate credit risk on these unsecured loans, a joint collection and receivables management framework has been established between the Company and the related parties, ensuring a structured and effective repayment process.

Although these transactions will be conducted in the ordinary course of business and on an arm’s length basis, the estimated aggregate value during the tenure is expected to exceed the materiality threshold under Regulation 23.

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Details of the proposed transactions with related parties, as required under Clause 4 of the SEBI Circular on Related Party Transactions (RPTs), read with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, and as placed before the Audit Committee for its consideration and prior approval, are provided below:

S. No.	Particulars	Details	Details	Details
	Resolution No.	Item No. 4	Item No. 5	Item No. 6
1	Name of the related party/counterparty	BSCPL Infrastructure Ltd.	Prakara Learning Pvt. Ltd. (“Prakara”)	DocTutorials Edutech Pvt. Ltd. (“DocT”)
	name of the director or key managerial personnel who is related, if any	Mr. Bhaskara Rao Bollineni holds 4.95% equity.	Mr. Bhaskara Rao Bollineni holds 78.57% equity.	Mr. Bhaskara Rao Bollineni holds 20.31% equity.
	Relationship / Nature of concern or interest	Promoter-related entity	Promoter-related entity	Promoter-related entity
2	Type of proposed transaction	Lease for registered office premises	Financial arrangement for providing loans to students (subvention model)	Financial arrangement for providing loans to students (subvention model)
	Particulars and material terms	Sub-lease for 3,437 sq.ft. at₹1.75 Lacs/month (plus applicable taxes) for 8 months + continuation of refundable deposit of₹5.25 Lacs	Loan to students of Prakara; and net proceeds to Prakara	Loan to students of DocT; and net proceeds to DocT
3	Tenure of the proposed transaction	8 months (Aug 1, 2025 – Mar 31, 2026)	2 years effective August 01, 2025 (MOU Validity)	2 years effective August 01, 2025 (MOU Validity)
4	Value of the proposed transaction	₹19.25 Lacs (plus applicable taxes)	Maximum Amount per Transaction:₹2 Lakhs (Rupees Two Lakhs only) Overall Limit for the Financial Year 2025–2026:₹2	Maximum Amount per Transaction:₹3 Lakhs (Rupees Three Lakhs only) Overall Limit for the Financial Year 2025–2026:₹5

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S. No.	Particulars	Details	Details	Details
			Crores (Rupees Two Crores only) From the Financial Year 2026–2027 Onwards: The limit shall be as approved by the Audit Committee	Crores (Rupees Five Crores only) From the Financial Year 2026–2027 Onwards: The limit shall be as approved by the Audit Committee
5	% of listed entity’s annual consolidated turnover (FY24-25)	-6.4% (excluding applicable taxes) (percentage is negative as turnover was negative₹3.02 Crores)	-66.2% (percentage is negative as turnover was negative₹3.02 Crores)	-165.4% (percentage is negative as turnover was negative₹3.02 Crores)
	% of subsidiary's standalone turnover	Not applicable	Not applicable	Not applicable
6	Does transaction relate to loans, ICDs, advances, or investments?	No	Yes (loan to students/employees of Prakara)	Yes (loan to students/ employees of DocT)
i	Source of funds	Not applicable	Internal accruals, borrowings and equitycapital	Internal accruals, borrowings and equitycapital
ii	Any financial indebtedness incurred? (Nature, cost, tenure)	Not applicable	May incur in future	May incur in future
iii	Applicable terms – covenants, tenure, interest, secured/unsecured	Not applicable	Unsecured, processing fee from students, subvention fee from Prakara, tenure of loan to be less than or equal to course duration, default loan guarantee as agreed between the parties	Unsecured, processing fee from students, subvention fee from DocT, tenure of loan to be less than or equal to course duration, default loan guarantee as agreed between the parties

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S. No.	Particulars	Details	Details	Details
iv	Purpose of fund utilization by the counterparty	Not applicable	Student education financing (nursing/skilling)	Student education financing (medical coaching)
7	Justification why RPT is in interest of the Company	Continued use of existing office space on lease at par with market rates; cost- effective	Additional business offering; enables financial access to students for education and skill development; portfolio diversification	Additional business offering; enables financial access to students for education and skill development; portfolio diversification
8	Valuation/external report relied upon (if any)	No formal valuation; internal benchmarkingused	At par with market terms	At par with market terms
10	Any other relevant information	-	-	-

Except for Dr. Bhaskar Rao Bollineni, Chairman & Director and Promoters of the Company, and their respective relatives, none of the other Directors, Key Managerial Personnel, or their relatives are, in any manner, financially or otherwise, concerned or interested in the resolutions at Item Nos. 4, 5, and 6 , except to the extent of their shareholding, if any.

Further, in accordance with Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no related party shall vote to approve the aforementioned resolutions, irrespective of whether such related party is directly involved in the specific transaction.

The Board of Directors recommends the resolutions set out at Item Nos. 4, 5, and 6 of this Notice for the approval of the Members by way of Ordinary Resolutions .

By Order of the Board of Directors For Som Datt Finance Corporation Ltd.

Sd/- Neha Agarwal Company Secretary and Compliance Officer

Place: Registered office Company Secretary and Compliance Officer Date: June 25, 2025 M. No.-A22107

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