Dear Members,
Your Directors are pleased to present their Report on the business and operations of
the Company, together with the Audited Financial Statements, for the financial year ended
March 31, 2026.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended March 31, 2026, along with the
previous year's figures are given hereunder:
Particulars (' in lakhs) |
Year ended March 31, 2026 |
Year ended March 31, 2025 |
| Interest income |
325.21 |
0.08 |
| Investment income* |
(176.83) |
(302.56) |
| Other income |
6.22 |
0.27 |
Total Income |
154.60 |
(302.21) |
| Less: Finance costs |
28.07 |
0.01 |
| Less: Impairment on loan assets |
32.34 |
- |
| Less: Depreciation and amortisation |
3.59 |
1.00 |
| Less: Other operating expenses |
410.97 |
278.67 |
Total Expenses |
474.97 |
279.68 |
Profit/(loss) before tax |
(320.37) |
(581.89) |
| Less: Total tax expenses |
(67.74) |
(39.65) |
Profit/(loss) after tax |
(252.63) |
(542.24) |
| Other comprehensive income/(loss) |
2.73 |
(0.48) |
Total comprehensive income/(loss) |
(249.90) |
(542.72) |
| Less: Transfer to statutory reserves (as per RBI Guidelines) |
- |
- |
| Balance carried forward to Balance Sheet |
(249.90) |
(542.72) |
* Investment income includes for FY26: realised gain ('269.31 lakhs), unrealised loss
('485.47 lakhs) & dividend income ('39.33 lakhs).
* Investment income includes for FY25: realised gain ('158.09 lakhs), unrealised loss
('491.88 lakhs) & dividend income ('31.23 lakhs).
OPERATIONS REVIEW
During the year under review, the total income of the Company increased significantly
and turned positive at '154.60 lakhs as against negative total income of '302.21 lakhs in
the previous financial year. The positive growth in total income was primarily driven by
interest income generated from the lending operations commenced by the Company in June
2025 as part of its NBFC business activities. Consequently, the net loss after tax of the
Company stood at '252.63 lakhs for the financial year ended March 31, 2026, as compared to
a net loss of '542.24 lakhs for the financial year ended March 31, 2025.
The loss for the year is primarily attributable to unrealised fair value losses arising
from adverse movements in the market prices of equity investments. Such losses are
notional in nature and have been recognised in compliance with the fair valuation
requirements prescribed under Ind AS 109 relating to financial instruments as 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 and attached as Annexure-5.
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, the Board of Directors does not recommend any dividend
and has not transferred any amount to reserves. In accordance with Section 45-IC(1) of the
Reserve Bank of India Act, 1934, the Company is required to create a statutory reserve.
However, as the Company has incurred a loss during the year, no amount has been
transferred to the statutory reserve for the financial year ended March 31, 2026.
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 passed a resolution at its Annual General
Meeting held on September 25, 2025, to increase the authorised share capital of the
Company from '25,00,00,000 (Rupees Twenty-Five Crores Only) divided into [2,00,00,000 (Two
Crore) Equity Shares of '10/- (Rupees Ten Only), 50,00,000 (Fifty Lakh) Preference Shares
of '10/- (Rupees Ten Only) each] to '50,00,00,000 (Rupees Fifty Crores Only), divided into
4,50,00,000 (Four Crore Fifty Lakh) Equity Shares of '10/- (Rupees Ten Only) each and
50,00,000 (Fifty Lakh) Preference Shares of '10/- (Rupees Ten Only) each.
Further, the Board of Directors of the Company has, at its meeting held on July 15,
2025, approved the allotment of 70,05,579 fully paid-up equity shares of face value of
'10/- each on a rights basis, at an issue price of '70/- (including a share premium of
'60/- per equity share) to the eligible applicants.
The Members of the Company have approved the 'Crescentis Capital Limited Employees
Stock Option Scheme 2025' via a Special Resolution passed through a Postal Ballot on
December 26, 2025. In terms of Regulation 10(b) of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, the Company has obtained the in-principle approval
from BSE Limited on April 02, 2026, for listing of up to 13,00,000 equity shares to be
allotted under the Scheme. Further, the Company has complied with all applicable
provisions of the said regulations. Further, the Statutory Certificate issued by the
Secretarial Auditors of the Company in respect of the Crescentis Capital Limited
Employees' Stock Option Scheme, 2025, was received on May 26, 2026. The said certificate
will be placed before the Members at the ensuing Annual General Meeting and is annexed to
this Report as Annexure-6.
It is to further report that, no stock options were granted, vested, exercised, or
lapsed under the Crescentis Capital Limited Employees' Stock Option Scheme, 2025 (CCL ESOS
2025) during the financial year ended March 31, 2026. Accordingly, no options were
outstanding as on March 31, 2026, and no equity shares were allotted pursuant to the
exercise of stock options during the year under review. Consequently, all disclosures
required under Section 62(1)(b) of the Companies Act, 2013, read with Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014, relating to stock options granted,
vested, exercised, lapsed, or outstanding are Nil for the financial year under review.
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
The Company has connectivity with both NSDL and CDSL for the dematerialization of its
equity shares. The Company's ISIN is INE754C01010. Accordingly, members/investors are
advised to hold their shares in electronic (dematerialized) form through their Depository
Participants.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company did not have any subsidiary or associate company within the meaning of
Section 2(87) and Section 2(6) of the Companies Act, 2013, respectively, and did not have
any joint venture during the financial year ended March 31, 2026.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013, relating to loans,
guarantees, securities, and investments are not applicable to the Company, as it is a
Non-Banking Financial Company classified as an Investment and Credit Company
("NBFC-ICC"). As defined under the Reserve Bank of India (Non-Banking Financial
Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions,
2025, an NBFC-ICC is a financial institution engaged in its principal business of
providing finance by way of loans or advances and acquisition of securities.
Accordingly, the activities of granting loans, issuing guarantees, providing
securities, and making investments are undertaken in the ordinary course of the Company's
business, and hence, the provisions of Section 186 are not applicable. During the
financial year 2025-26, the Company did not undertake any transactions falling outside the
ordinary course of its business.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements, and transactions entered into by the Company with related
parties during the financial year were in the ordinary course of business and on an arm's
length basis. During the year, the Company entered into contracts, arrangements, or
transactions with related parties that could be considered material, in accordance with
the Company's Policy on Materiality of Related Party Transactions. These Related Party
Transactions were disclosed in AOC-2.
The disclosure pursuant to clause (h) of sub-section (3) of Section 134 of the
Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is
provided in "Annexure-A" to this Report. The Policy on Related Party
Transactions is available on the Company's website at www.somdattfin.com.
Further, disclosures relating to transactions with persons or entities belonging to the
promoter/promoter group holding 10% or more shareholding in the Company are provided in
the Financial Statements. Reference is invited to Note No. 31 of the Financial Statements.
CODE OF CONDUCT
The Code of Conduct ("Code") laid down by the Board is in force in the
Company. All members of the Board and senior management personnel have affirmed their
compliance with the Code. A declaration to this effect is enclosed as an Annexure to the
Corporate Governance Report which forms part of this report as an Annexure-4.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received the requisite declarations from the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013. The said declarations have been submitted in accordance with
Section 149(7) of the Act.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors (IDs) on the Board are well acquainted with the Company's
business model and the nature of the industries in which it operates.
The Directors are regularly updated on the Company's operations, industry developments,
and various business segments during Board meetings, including while reviewing operational
performance, quarterly and annual financial results, and budgets.
The familiarization programme for Independent Directors, as approved by the Board, is
available on the Company's website at www.somdattfin.com.
BOARD EVALUATION
The performance evaluation of the Board, its Committees, and individual Directors was
carried out based on a structured questionnaire covering parameters such as the level of
engagement and contribution, independence of judgment, and safeguarding of the interests
of the Company and its minority shareholders.
MEETINGS OF THE BOARD
During the financial year under review, seven (7) meetings of the Board of Directors
were held on May 28, 2025; June 9, 2025; July 15, 2025; August 13, 2025; November 12,
2025; February 13, 2026; and March 25, 2026. Details of the meetings of the Board are
provided in the Corporate Governance Report, which forms part of this Annual Report.
AUDIT COMMITTEE
During the financial year under review, Four (4) meetings of the Audit Committee were
held on May 28, 2025; August 13, 2025; November 12, 2025; February 13, 2026. Details of
the composition of the Audit Committee are provided in the Corporate Governance Report,
which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Act, to the best of their
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, 2026, 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
Subsequent to the close of the financial year, the Board of Directors of the Company,
at its meeting held on May 29, 2026, approved the raising of funds of up to '80 Crores by
way of a Rights Issue of fully paid-up equity shares to the eligible equity shareholders
of the Company, subject to receipt of necessary statutory, regulatory and other approvals,
as may be required under the applicable provisions of the Companies Act, 2013, the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable
laws. The Board also constituted a Fund Raising Committee and authorized it to finalize
the detailed terms and conditions of the Rights Issue, including the rights entitlement
ratio, issue price, record date and other related matters. Except as stated above, no
material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year and the date of this Report.
DIRECTORS, KEY MANAGERIAL PERSONNEL, AND COMMITTEES AND THEIR CHANGES:-
As at March 31, 2026, the Board of Directors comprises six (6) members, with an optimum
combination of Executive and Non-Executive Directors, including one Woman Director. The
Board includes four (4) Non-Executive Directors and Two (2) Executive Directors, of whom
three (3) are Independent Directors, including one Independent Woman Director.
Changes During the Year:
• Ms. Neha Agarwal ceased to hold the office of Company Secretary and Compliance
Officer of the Company with effect from the close of business hours on August 14, 2025.
Consequently, Mr. V. V. Krishna Chaitanya was appointed as the Company Secretary and
Compliance Officer of the Company with effect from August 15, 2025.
• Ms. Jayanthi Talluri (DIN: 09272993) was re-appointed as a Non-Executive
Independent Director for a term of two (2) years, from September 12, 2025 to September 11,
2027, pursuant to approval of the shareholders through postal ballot.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS
During the year under review, the Company has obtained approval from the Registrar of
Companies, Central Processing Centre, Ministry of Corporate Affairs, for change in the
name of the Company from 'Som Datt Finance Corporation Limited' to 'Crescentis Capital
Limited'. The Certificate of Incorporation pursuant to change of name has been issued on
January 6, 2026. Further, the Company has also received an updated Certificate of
Registration from the Reserve Bank of India reflecting the new name, thereby enabling the
Company to continue its business as a Non-Banking Financial Company under its revised
name.
RISK MANAGEMENT
Details of risks and other concerns are provided in the Management Discussion and
Analysis Report, which forms part of this Directors' Report.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
During the preceding financial year 2024-25, your Company did not fall within the
applicability thresholds prescribed under Section 135(1) of the Companies Act, 2013.
Accordingly, the provisions relating to Corporate Social Responsibility (CSR) are not
applicable to the Company for the financial year 2025-26.
VIGIL MECHANISM (WHISTLEBLOWER POLICY)
The Company has in place a Whistleblower Policy and has established an adequate vigil
mechanism for directors and employees, in compliance with the provisions of Section 177(9)
of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to report genuine concerns regarding unethical
behaviour. The Policy provides for adequate safeguards against victimisation and enables
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 approved by the Board of Directors is hosted on
the Company's website at www. somdattfin.com.
SEXUAL HARASSMENT POLICY IN THE WORKPLACE
The Company is committed to providing a safe, secure and conducive work environment to
all its employees and has in place a Policy on Prevention of Sexual Harassment at the
Workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules
made thereunder.
During the year under review, as the number of employees of the Company has exceeded
ten (10), being the threshold prescribed under Section 4 of the POSH Act, the Company has
constituted an Internal Complaints Committee (ICC) to address complaints relating to
sexual harassment at the workplace. The ICC has been constituted in compliance with the
requirements of the Act and comprises a Presiding Officer, an external member and other
members.
The Company has complied with the applicable provisions relating to the constitution of
the ICC and has established procedures for receiving and redressing complaints. During the
year under review, no complaints of sexual harassment were received.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company as at March 31, 2026 is available on
the Company's website at www.somdattfin.com
SECRETARIAL STANDARDS
The Company has in place adequate systems and processes to ensure compliance with the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India,
and such systems are operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place an internal financial controls system commensurate with the
size, scale and complexity of its operations. Details of such controls are provided in the
Management Discussion and Analysis, which forms part of this Directors' Report.
MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified under section
148(1) of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules 2014
are not applicable to the Company as it is a Non Banking Financial Company engaged in
Financial Services and does not carry any manufacturing activity requiring maintenance of
Cost Records.
CEO/CFO CERTIFICATION
In compliance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO and CFO certificate for the financial year
2025-26 has been duly submitted to the Board of Directors.
STATUTORY AUDITORS
M/s. D.S. Talwar & Co., Chartered Accountants (Firm Registration No. 000993N), were
appointed as the Statutory Auditors of the Company for a term of five consecutive years,
from the conclusion of the 29th Annual General Meeting (AGM) until the conclusion of the
34th AGM. Pursuant to the Companies (Amendment) Act, 2017, effective May 7, 2018, the
requirement of ratification of the appointment of auditors by the Members at every AGM has
been dispensed with.
During the year, the Statutory Auditors have confirmed that they meet the independence
criteria as prescribed 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 on the audited financial statements of the Company for the year
ended March 31, 2026 is unmodified and does not contain any qualifications, reservations,
adverse remarks or disclaimers.
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.
Accordingly, no such details form part of this Annual Report. Further, the Company has not
availed the services of any credit rating agency 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, the Statutory Auditors have submitted their report to the Board of
Directors of the Company. The said report confirms that the Company is in compliance with
all the applicable directions and prudential norms prescribed under the Reserve Bank of
India Act, 1934 and the directions issued thereunder.
SECRETARIAL AUDITOR
In accordance with the provisions of Section 204 and other applicable provisions, if
any, of the Companies Act, 2013 ("the Act"), read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), every listed
company is required to annex a Secretarial Audit Report to its Board's Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, and based on the recommendation of the Audit Committee, the Members of the Company
at the 32nd Annual General Meeting held on September 25, 2025 approved the appointment of
M/s. Naveen Narang & Associates, Company Secretaries (Firm Registration No.
P2005DE050800), as the Secretarial Auditor of the Company for a term of five consecutive
years commencing from April 1, 2025 to March 31, 2030. Ms. Jyoti Narang, Partner
(Membership No. FCS 5698; Certificate of Practice No. 5199), conducted the Secretarial
Audit for the financial year ended March 31, 2026. The Secretarial Audit Report for the
said financial year does not contain any qualification, reservation, adverse remark or
disclaimer and is annexed to this Report as Annexure-2.
INTERNAL AUDIT & AUDITORS
During the year under review, based on the recommendation of the Audit Committee, the
Board of Directors re-appointed M/s. Gali & Associates, Chartered Accountants, as the
Internal Auditors of the Company for the financial year 2026-27.
The Internal Auditors conducted internal audits of the Company for all four quarters
during the financial year 2025-26 and submitted their reports to the Audit Committee. No
material weaknesses, adverse observations or significant remarks were reported by the
Internal Auditors that would have any impact on the operations of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO
The Company, being an Investment and Credit Company (ICC) and not engaged in any
industrial or manufacturing activities, has minimal energy requirements. Accordingly,
there are no particulars to be disclosed with respect to conservation of energy and
technology absorption.
During the year under review, the Company did not incur any expenditure in foreign
exchange and had no foreign exchange earnings.
REMUNERATION AND PARTICULARS OF EMPLOYEE
The information required pursuant to Section 197 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed to this Report as "Annexure-3".
During the year under review, the Company did not have any employee in receipt of
remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) of the said Rules.
OTHER DISCLOSURES
No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and
there is no instance of one-time settlement with any Bank or Financial Institution.
CORPORATE GOVERNANCE
The Company is in compliance with the requirements of Corporate Governance as
stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Company has taken all necessary measures
to comply with the provisions of the said Regulations.
A separate report on Corporate Governance, along with a certificate from M/s. Naveen
Narang & Associates, Company Secretaries, confirming compliance with the conditions of
Corporate Governance, is annexed to this Report as "Annexure-4".
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 Crescentis Capital Limited. |
|
|
(Formerly known as Som Datt Finance Corporation Ltd) |
|
|
Subba Rao Veeravenkata Meka |
Bhavanam Ruthvik Reddy |
| Place : Hyderabad |
Managing Director |
Whole Time Director & CEO |
| Date : May 29, 2026 |
DIN: 07173955 |
DIN: 08372627 |
