డైరెక్టర్ల నివేదిక Sodhani Capital Ltd.

The Directors of the Company have pleasure in presenting the Seventh (7^th) Board''s
Report of the Company together with the Audited Financial Statements and the
Independent Auditors Report of the Company for the financial year ended March
31,2026.

1. OVERVIEW

Your Company is registered with Association of Mutual Funds in India (AMFI).

Sodhani Capital Limited is involved in providing best in class services to investors in
order to build long term wealth. The company employs an experienced, seasoned and
dedicated team of highly trained and skilled professionals who are committed and work
diligently towards fulfilling the company''s brand promise. With so many financial
instruments available offering ever increasing options for the investor to choose, it''s our
passion to keep upgrading our knowledge & competencies and provide the most
insightful solutions to our customers to help them achieve their goals.

2. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS

The Audited Financial Statements for the Financial Year ended March 31,2026, forming
part of this Annual Report, have been prepared in accordance with the Generally
Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting
Standards notified under the Companies Act, 2013. and other recognized accounting
practices and policies to the extent applicable. The Company''s performance during the
financial year under review as compared to the previous financial year is summarized
below:

(Amount in Rs Lakhs)

*Note: That the EPS and No. of shares used in computing EPS are in absolute figures.

3. REVIEW OF OPERATIONS

The Company recorded Total Revenue of Rs. 478.76 Lacs during the year under review
as against Rs. 413.41 Lacs in the previous year.

The Profit After Tax for the year ended 31st March, 2026 is Rs. 234.60 Lacs as against
Rs. 217.96 Lacs in the previous year.

The Company consolidated its brand communication, visibility, and consumer
promotion initiatives in all priority markets relevant to the brands.

4. THE STATE OF COMPANY''S AFFAIRS

? BUSINESS OPERATIONS

Company is registered with Association of Mutual Funds in India (AMFI). Sodhani
Capital Limited is involved in providing best in class services to investors in order to
build long term wealth.

During the year under review, the Company altered its Memorandum of Association by
adding a new object in the Main Objects Clause to carry on the business of acting as
Direct Selling Agent - DSA, referral agent and facilitator for banks, NBFCs, HFCs and
other RBI/NHB registered financial institutions for sourcing and facilitating various loan
products such as home loans, mortgage loans, loan against property, personal loans and
business loans, subject to applicable regulatory guidelines.

? KEY IMPROVEMENTS AND STRATEGIC INITIATIVES IN FY 2025-26
Successful Listing on BSE SME Platform

During the year, the Company''s equity shares were successfully listed on the BSE SME
Platform of BSE Limited on 7^th October 2025. The IPO of ^10,71,00,000/- was well
received by investors. The Board expresses gratitude to all stakeholders for their
support.

? FUTURE OUTLOOK

Looking ahead, company aims to consolidate its leadership position in the field of
Mutual fund distribution and advisory through product innovation, and technology
integration. The Company plans to:

> Expand its geographic presence by entering new cities and regions;

> Introduced the share market awareness through large-scale conferences like
Niveshak Darbaar.

> Bringing together stock market veterans and financial "superstars" to provide
high-value insights directly to retail and HNI prospects.

5. DIVIDEND

In line with this policy and our commitment towards shareholders value creation, The
Board of Directors of your Company had recommended a final dividend for the financial
year 2025-26 of Rs. 0.50 (Rupee Fifty paisa Only) per equity share i.e., 5% of face value
of Rs. 10.00 (Rupee Ten Only) per equity share. in their meeting held on May 12, 2026.
Dividend outgo will be Rs. 39,72,499 (Rupees Thirty Nine Lakhs, Seventy Two
Thousand, Four Hundred and Ninety Nine Only), This recommendation is subject to the
approval of the Members at the ensuing 7th Annual General Meeting (“AGM”) of the
Company and shall be subject to tax deduction at source.

Furthermore, the declaration of dividend is pursuant to the Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), and is in accordance with the
Dividend Distribution Policy of the Company. During the financial year 2025-26, there
were no changes in the parameters of Dividend Distribution Policy of the Company and
the policy is readily accessible on the Company''s website at_
https://sodhanicapital.com/policies/

6. TRANSFER TO RESERVES & SURPLUS

The Board of Directors have decided to retain the entire amount of profit for FY 2025¬
2026 in the profit and loss account and not to transfer any amount to the reserves for
the year under review.

7. CAPITAL STRUCTURE

Changes in the capital structure of the company during the financial year 2025-26,
including the following:

a) Change in the authorised, issued, subscribed and paid up share capital;

? Authorised Share Capital

The company''s authorized share capital is ^8,00,00,000 divided into 80,00,000 equity
shares of ^10 each.

? Issued, subscribed and paid up share capital

The Capital of Company is Rs. 7,94,49,980 Divided into 79,44,998 Equity Shares of Rs. 10
each as on 31^st March 2026.

? Changes in Share Capital

During the year, the Company successfully completed its IPO and listed its equity
shares on the BSE SME Platform on October 07, 2025.

> Issue Details

? Total Equity Shares Issued: 21,00,000 shares

• Face Value: Rs.10/- per share

• Issue Price: Rs. 51/- per share

• (Including Rs. 41/- share premium)

> Break-up of Issue:

• Fresh Issue:1690000 equity share

• Offer for Sale (OFS):410000 equity share

> Details of Selling Shareholders under OFS:

• Mr. Rajesh Kumar Sodhani-3,00,000 Shares

• Ms. Priya Sodhani-1,10,000 Shares

There was no issue of any Sweat Equity/Right issue/ Equity shares with differential
rights during the financial year 2025 -2026. Further, the Company had not issued
Preference Shares during the period under review.

LISTING OF EQUITY SHARES

During the year under review, the Company successfully came out with its Initial Public
Offering (IPO) through a fresh issue of equity shares aggregating to ^8.619 Crore. and an
offer for sale of ^2.091 crore, aggregating to a total issue size of ^10.71 crore at a fixed
price of ^51 per equity share. The IPO received an overwhelming response from
investors and was subscribed more than 4.79 times, reflecting the strong confidence of
stakeholders in the Company''s business model and future prospects.

The equity shares of the Company were listed on the SME Platform of BSE Limited on
October 07, 2025 under the scrip code 544560. On the day of listing on October 07,
2025.

UTILIZATION OF IPO PROCEEDS

The Company had raised 8,61,90,000/-through the Fresh Issue of Equity Shares in its
Initial Public Offering (IPO) during FY 2025-26. The Board of Directors confirms that the
proceeds from the Fresh Issue have been utilized during the year strictly in accordance
with the objects stated in the Prospectus of the IPO. There has been no deviation or
variation in the utilization of funds as compared to the stated objects.

Further, the Statutory Auditors of the Company, in their report issued under the
Companies (Auditor''s Report) Order, 2020 (CARO, 2020), have also confirmed that the
funds raised through the IPO have been utilized for the purposes for which they were
raised.

The utilization of IPO proceeds are as under:

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE

During the year under review, the Company neither has any subsidiary company nor has
any Joint Venture Agreement.

9. ANNUAL RETURN

Pursuant to Section 134(3)(a), the draft Annual Return of the Company prepared as per
Section 92(3) of the Act for the financial year ended March 31,2026, is hosted on the
website of the Company and can be accessed at https://sodhanicapital.com/annual-
reports annual-returns. In terms of Rules 11 and 12 of the Companies (Management and
Administration) Rules, 2014, The Annual Return shall be filed with the Registrar of
Companies, within the prescribed timelines.

10. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31,2026 has been prepared in accordance with the Accounting
Standards (AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the
Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company''s
state of affairs, profits and cash flows for the year ended March 31,2026.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has given loan to any person or other body
corporate, gave guarantee or provided security in connection with a loan to any other
body corporate or person and acquired by way of subscription, purchase or otherwise,
the securities of any other body corporate as required under the Section 186 of the
Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. as detailed of the same has been disclose in the Note
no.11 of the Financial statement of the company.

12. MANAGEMENT

a) Board of Directors & Key Managerial Personnel

The composition of the Board is in line with the requirements of the Act, while selecting
Directors, the Company looks for an appropriate balance of skills, domain expertise,
experience, independence and knowledge to enable them to discharge their
responsibilities effectively.

The composition of the Board of Directors as on 31st March, 2026, is as follows: -

Further, as on 31st March, 2026 the Company has the following KMPs:

Further, following KMPs was appointed during the year: -

*Mr. Aayush Alpesh Shah (PAN-FWOPS0149R), has been appointed as a Chief Executive
Officer of the Company w.e.f. 12.11.2025

None of the Directors of the Company is disqualified for being appointed/re-appointed
as Director or holding directorship in the company, as specified under section 164(2) of
the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

b) Retire by Rotation

In accordance with the provisions of section 149, 152, and other applicable provisions of
the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation,
shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mr. Ajit Shah (DIN - 08387316) Director retire by rotation at the ensuing
Annual General Meeting and, being eligible, offer himself for re-appointment.

The Board recommends their re-appointment for the consideration of Members of the
Company at the ensuing Annual General Meeting. A brief resume of the Director
proposed to be, re-appointed, is furnished in the notice of the AGM.

c) Independent Directors

There has been no change in the composition of Independent Directors.

d) Declaration by Independent Director(s) and Statement on compliance of
code of conduct

The Company has received declarations from all the Independent Directors of the
Company as prescribed under Section 149(7) of the Companies Act, 2013 and rules
made there under that they are fulfilling the criteria of their independence as laid down
in Section 149(6) of the Companies Act, 2013.

In compliance with Schedule IV of the Companies Act, 2013, a separate meeting of the
Independent Directors was held on 17/03/2026 without the presence of Executive or
Non-Independent Directors. All the Independent Directors were present at the
Independent Directors meeting.

e) Woman director

Pursuant to the provisions of section 149 of the Companies Act, 2013 and regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
board of directors of the company is required to be constituted with at least one women
director and accordingly, The Company has three women directors on its Board: Ms.
Ritika Sodhani - Managing Director, Ms. Aastha Sodhani - Whole-time Director, and Ms.
Shiksha Sharma - Independent Director.

13. NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the
Company. The Policy broadly lays down the guiding principles, philosophy and the basis
for payment of remuneration to Executive and Non-Executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by
the Nomination and Remuneration Committee and the Board of Directors while making
selection of the candidates. The above policy has been posted on the website of the
Company. https://sodhanicapital.com/wp-content/uploads/2025/02/Nomination-and-
Remuneration-Policy.pdf

14. MEETINGS OF THE BOARD OF DIRECTORS AND GENERAL
MEETINGS

During the financial year 2025-2026, a total of 14 (Fourteen) meetings of the Board of
Directors were held in accordance with Section 173 of the Companies Act, 2013. The
details of these Board meetings are as follows.

Meetings of Board of Directors held every year in such a manner that not more than one
hundred and twenty days shall intervene between two consecutive meetings of the
Board as stipulated in the provisions of Companies Act, 2013.

The Composition, category and attendance of each Director at the Board and Annual
General Meeting of each Director is as follows:

Following are the details of the general meetings of shareholders held during the
financial year 2025-2026: -

1. COMMITTEES OF THE BOARD

The Board has constituted various committees to delegate particular matters that
require greater and more focused attention in the affairs of the Company. All decisions
pertaining to the constitution of committees, appointment of members is taken by the
Board. The details of the Committees along with their composition, number of meetings
and attendance at the meetings are provided below:

(a) Audit Committee:

The Audit committee assists the Board in the dissemination of financial information and
in overseeing the financial and accounting processes in the company. The Audit
Committee provides direction to the audit function and monitors the quality of internal
and statutory audit. The Audit committee take cares of all matters specified in Section
177 of the Companies Act, 2013 and rules made thereunder.

> Composition, Name of Members and Chairperson

> Meetings and Attendance during the Financial year 2025-2026

(b) Stakeholders Relationship Committee

This Committee has been constituted as a good corporate governance practice for taking
care of the grievances of all the stakeholders such as shareholders

> Composition, Name of Members and Chairperson

> Meetings and Attendance during the Financial year 2025-2026

(c) Nomination and Remuneration/ Compensation Committee:

The Nomination and Remuneration Committee covers all matters specified in Section
178 of the Companies Act, 2013 and rules made thereunder .The committee oversees
formation of criteria for determining qualifications, positive attributes and
independence of a director The Committee ensures evaluations of Director''s
performance and recommends to the Board, their appointment/removal based on
his/her performance and other matters related to remuneration for Directors, Key
Managerial Personnel and Senior Management etc.

> Composition, Name of Members and Chairperson

> Meetings and Attendance during the Financial year 2025-2026

15. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, Your Directors state that—

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

b) they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) they have prepared the annual accounts for the financial year ended March
31,2026 on a going concern basis; and

e) they have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively

f) they have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

16. ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from the public within the meaning of
Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules,
2014 The Directors of the company from whom money is received, furnish to the
company at the time of giving the money, a declaration in writing to the effect that the
amount is not being given out of funds acquired by them by borrowing or accepting
loans or deposits from others and the company shall disclose the details of money so
accepted in the Board''s report.

17. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company during the year.

18. AUDITORS AND THEIR REPORT THEREON

(a) Statutory Auditor

M/s Rajvanshi and Associates, Chartered Accountants (FRN 005069C), were appointed
as the Statutory Auditors of the company for a period of 5 years from the conclusion of
the 6^th Annual General Meeting till the conclusion of the 11th Annual General Meeting.

Further, there are no qualifications, reservations, adverse remarks or disclaimers made
by the Statutory Auditors in their report on the Annual Financial Statements for
Financial Year 2025-26.

(b) Secretarial Auditors

The provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and In terms of
Regulation 24A read with other applicable provisions of the SEBI Listing Regulations
and applicable provisions of the Companies Act, 2013, the Company has appointed not
applicable to the company M/s RAUNAK BANSAL & ASSOCIATES, Practicing
Company Secretaries as the as the Secretarial auditors of the Company for the financial
year 2025-26. (Annexure C)

(c) Internal Auditors

Pursuant to Section 138(1) of the Companies Act, 2013, the Company has appointed M/S
D. Jain & Co having (FRN.015243C) as Internal Auditor of the Company to conduct Internal
Audit of the functions and activities of the Company for Financial Year 2025-26.for the
financial year 2025-26.

(d) Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 read with The Companies
(Cost Records and Audit) Rules, 2014, the maintenance of cost records has not been
specified by the Central Government under the said section for the business activities
carried out by the Company.

Hence, provision of appointment of Cost Auditors & maintenance cost records is not
applicable to the Company.

19. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial control systems, commensurate
with the size, scale, and complexity of its operations. The Company has appropriate
policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of accounting records,
and timely preparation of reliable financial information. During the year under review,
the Company has not come across any incidence of fraud. The internal auditor monitors
and evaluates the efficacy and adequacy of internal control systems in the Company.
Based on the report of the internal auditor, the respective departments undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions if any thereon are presented to the
Audit Committee of the Board.

20. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section
143(12) of the Act and Rules framed thereunder

21. SECRETARIAL STANDARDS

The Company is regularly adhering with the Secretarial Standards- I & II as issued by the
Council of the Institute of Company Secretaries of India and thereafter approved by the
Central Government under section 118 (10) of Companies Act 2013.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All related party transactions that were entered into during the financial year were on
an arm''s length basis and were in the ordinary course of business. There are no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large and Approval of the Board of
Directors & shareholders was obtained wherever required. The details of the related
party transactions are disclosed as per Generally Accepted Accounting Principles in
India (Indian GAAP) and set out in the note 25 to the Standalone Financial Statements
forming part of this annual report. The details forming part of the Related Party
Transactions in Form No. AOC-2 is annexed herewith (Annexure B).

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:

A. Conservation of energy:

B. Technology absorption:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

24. RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. The Company on various activities also
puts necessary internal control systems in place across the board to ensure that
business operations are directed towards attaining the stated organizational objectives
with optimum utilization of the resources.

25. BOARD EVALUATION

The Companies Act, 2013 stipulate the evaluation of the performance of the Board, its
Committees, Individual Directors, and the Chairperson.

The Company has formulated a Board Evaluation template for performance evaluation
of the Independent Directors, the Board, its committees, and other individual Directors
which includes criteria for performance evaluation of the Non-Executive Directors and
Executive Directors.

The template provides the criteria for assessing the performance of Directors and
comprises of various key areas such as attendance at Board and Committee Meetings,
quality of contribution to Board discussions and decisions, strategic insights, or inputs
regarding future growth of the Company and its performance, ability to challenge views
in a constructive manner, knowledge acquired regarding the Company''s business/
activities, understanding of industry and global trends, etc

The evaluation involves self-evaluation by the Board Member and subsequent
assessment by the Board of Directors. A member of the Board will not participate in the
discussion of his/her evaluation.

The formal Board evaluation as mandated under the Companies Act.

26. PARTICULARS OF EMPLOYEES

There is no employee receiving remuneration in excess of limits prescribed in sub-rule
(2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31,2026.

¦ Male Employees:-8

¦ Female Employees:- 19

¦ Transgender Employees:-NIL

This disclosure reinforces the Company''s efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.

The same is enclosed as Annexure - D of the Annual Report.

27. REMUNERATION GIVEN TO THE MANAGING DIRECTOR

The managing director of the company, Ms. Ritika Sodhani occupies the office of the
managing director in Sodhani Capital Limited was paid remuneration to the tune of
^1,00,000/- (rupees One lakhs only) p.m. form your company during and for the
financial year ended on March 31, 2026.

The company does not have any subsidiary company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS

There are no significant and material orders passed by the Courts or any other
regulators which would impact the going concern status of the Company and its future
Operation.

29. CORPORATE GOVERNANCE CERTIFICATE

The Company being listed on the SME Platform of BSE is exempted from provisions of
Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015.

Hence the Company is not required to disclose information as covered under Para (C),
(D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Hence Corporate Governance Report is not required to be annexed
with Annual Report. However, the Board of Directors and the management of the
Company take all necessary steps to ensure that a good corporate governance structure
is maintained and followed by the Company.

The Board is moving ahead with an aim of maintaining a sustainable corporate
environment which can keep a check and balance on the governance of the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the period under review, in terms of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the “Listing Regulations”) and SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the
“Amended Listing Regulations”), is presented in a separate section forming part of the
Annual Report (Attached in the Annexure A)

31. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/ MANAGING
DIRECTOR OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation
17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015

from Ms. Ritika Sodhani, Managing Director and Mr. Bhagvat Parsad OJha Chief Financial
Officer (CFO) of the Company.

The same is enclosed as Annexure - E of the Annual Report.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has duly complied with provisions relating to the constitution of Internal
Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has put in place a policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under the
policy. During the Financial Year 2025-26, there was no case filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The composition of Committee:

The following is a summary of Sexual Harassment complaints received and disposed of
during the financial year 2025-26:

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT

Pursuant to provisions of Section 134(3) (l) there was No Material changes occurred
affecting the financial position of the Company which have occurred between ends of the
financial year to which the financial statements relate and date of report.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed
there under, every company including its holding or subsidiary and a foreign company,
which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall
comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section
135 of the Act, our Company is not required to constitute a Corporate Social
Responsibility (“CSR”) Committee.

The Company was not required to constitute Corporate Social Responsibility committee
under the section 135 of Companies Act, 2015.

35. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Code of conduct for prevention of Insider
Trading in accordance with the requirement of the Securities & Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct is applicable to
all the directors and such identified employees of the Company as well as who are
expected to have access to unpublished price sensitive information related to the
Company.

The code of the Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company as well as
consequences of disclosures to be made while dealing with shares of the Company as
well as consequences of violation. The Policy has been formulated to regulate, monitor
and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company''s shares.

36. INVESTOR GRIEVANCE REDRESSAL

The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies and online
viewing by investors of actions taken on the complaint and its status.

The Company has been registered on SCORES and makes every effort to resolve all
investor complaints received through SCORES or otherwise within the statutory time
limit from the receipt of the complaint. There is no pending complaints on the SCORES
as of March 31, 2026.

37. REGISTRAR AND SHARE TRANSFER AGENT:

The Company is required to appoint a Registrar and Share Transfer Agent.

The Company has appointed NSDL DATABASE MANAGEMENT LIMITED as its

Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in
physical and electronic form.

38. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR
DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 and the Rules
made thereunder, the Company has established Vigil Mechanism/Whistle Blower Policy.
Policy inter alia, include the mechanism for:

a) all Directors and employees of the Company to report suspected or actual
occurrence of illegal, unethical or inappropriate actions, behaviours or practices by
Directors/employees without fear of retribution. The Directors/employees can
voice their concerns on irregularities, malpractices and other misdemeanours
through this Policy;

b) provides necessary safeguards and protection to the Directors/ employees who
disclose the instances of unethical practices/behaviour observed in the Company;

c) The mechanism also provides for direct access to the Chairman of the Audit
Committee in exceptional cases;

Vigil Mechanism/Whistle Blower Policy is available on the website of the company at

https://sodhanicapital.com/wp-content/uploads/2025/02/VIGIL-MECHANISM

WHISTLE-BLOWER-POLICY.pdf

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, neither any application was made by the company nor
any proceeding was initiated or pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 are presently not applicable to the Company, as the
number of employees is below the statutory threshold prescribed under the Act.

Nevertheless, the Company is committed to upholding the principles of a safe, inclusive,
and respectful workplace. Even though the statutory provisions are not applicable, the
Company ensures that no form of harassment or discrimination is tolerated and that any
grievance, if reported, will be dealt with promptly and fairly in line with the spirit of the
Act.

41. POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation
of documents (The Policy) has been framed and adopted by the Board of Directors of the
Company in their Board Meeting to aid the employees in handling the Documents
efficiently. This Policy not only covers the various aspects on preservation of the
Documents, but also the safe disposal/destruction of the Documents.

The policy is disclosed on the website of the company under the link

https://sodhanicapital.com/wp-content/uploads/2025/02/Policy-on-Preservation-of-

Documents-and-Archival-Policy.pdf

42. DISCLOSURE AS PER THE RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

In terms of the provisions of section 197(12) of the Act read with rule 5 of the
Companies (Appointment Remuneration of Managerial Personnel) Rules, 2014,
including any statutory modification(s) thereof for the time being in force, the details of
remuneration etc. of directors, key managerial personnel and employees covered under
the said rules are enclosed herewith as Annexure - D.

43. OTHER DISCLOSURES

• There was no commission paid by the company to its managing director or whole¬
time directors, so no disclosure required in pursuance to the section 197(14) of The
Companies Act, 2013.

• There was no revision of financial statements and the Board''s Report of the
Company during financial year;

> Disclosures with respect to demat suspense account/ unclaimed suspense
account

There are no shares of the Company held in demat suspense account or unclaimed
suspense account.

> Disclosure of certain types of agreements binding listed entities

There are no agreements referred under clause 5A of paragraph A of Part A of Schedule
III of SEBI (LODR) Regulations, 2015 which can impact the management or control of
the Company or impose any restriction or create any liability upon the Company.

> Disclosure of Accounting Treatment

The financial statements have been prepared on the accrual basis of accounting in
accordance with the Generally Accepted Accounting Principles (GAAP) in India. Indian
GAAP comprises mandatory accounting standards as specified under the section 133 of
the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

44. BOARD''S OPINION ON THE INTEGRITY, EXPERTISE, AND
EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR

The Board of Directors is pleased to affirm its strong confidence in the integrity,
expertise, and experience of the independent directors appointed during the year. Each
appointee has demonstrated exceptional proficiency in their respective fields, bringing
invaluable knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection procedure, ensuring that
candidates possessed not only the necessary skills and qualifications but also upheld the
highest standards of ethical conduct and corporate governance. The Board believes that
the independent directors appointed possess the integrity, objectivity, and
independence required to make impartial judgments, safeguard shareholder interests,
and effectively challenge management.

The diverse backgrounds and experiences of these directors, encompassing a wide range
of industries and disciplines, significantly enhance the overall governance framework of
the Company. Their professional expertise, combined with a deep understanding of the
industry, ensures that the Board is well-equipped to navigate complex business
challenges and drive the Company''s long-term success.

In conclusion, the Board is confident that the independent directors appointed during
the year will continue to make meaningful contributions to the Company''s growth,
governance, and overall success.

45. FAMILIARIZATION / ORIENTATION PROGRAM FOR INDEPENDENT
DIRECTORS:

The Independent Directors attend a Familiarization / Orientation Program on being
inducted into the Board. Further, various other programmes are conducted for the
benefit of Independent Directors to provide periodical updates on regulatory front,
industry developments and any other significant matters of importance. The details of
Familiarization Program to be provided in the Corporate Governance Report and is on
the Company''s Website is not applicable to company as company is listed on SME
platform.

46. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS
AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S
CODE OF CONDUCT

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Code of Conduct of the Company has been
approved and adopted by the Board of Directors of the Company. All Board members
and senior management personnel have affirmed the compliance with the code.

In compliance with the Listing Regulations, a confirmation from the Managing Director
regarding the adherence to this Code by all Directors and Senior Management is
incorporated into this report as Annexure-F.

47. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement with any
Bank/Financial Institution. Hence, the disclosure relating to difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks/Financial Institutions is not applicable to the Company.

48. DEMATERIALIZATION:

The Company has tied up with National Securities Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares
in an electronic/dematerialized form. The shareholders are advised to take benefits of
dematerialization.

49. UNCLAIMED AND UNPAID DIVIDENDS:

The Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).

50. CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate to Management
Discussion & Analysis Report may constitute forward-looking statements within the
meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual result might differ.

51. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the assistance and cooperation
extended by the customers, various Government, Semi-Government, and Local

Authorities, Suppliers, Shareholders, Business Association. Your Directors also wish to
place on record their deep appreciation for the dedication & hard work put by the
employees at all levels towards the growth of the Company. Last but not the least, the
Board of Directors wishes to thank Investors/Shareholders for their support,
cooperation and faith in the Company.

For and on behalf of the Board of Directors

SODHANI CAPITAL LIMITED

Sd/- Sd/- Sd/-

Mr. Ajit shah Ms. Ritika Sodhani Ms.Aastha Sodhani

(Chairperson & Director) (Managing D irector) (Whole time Director)

DIN: 08387316 DIN:09124174 09124152

Date:27.07.2026
Place: Jaipur