Sodhani Capital Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

You should read the following discussion and analysis of financial condition and results of operations together with our financial statements included in this Draft Prospectus. The following discussion relates to our Company and is based on our restated financial statements. Our financial statements have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act. Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

BUSINESS OVERVIEW

Sodhani Capital Ltd. (CIN: U65991RJ2019PLC064264) is a mutual fund distributor headquartered in Jaipur at C-373, 1st Floor, Vaishali Nagar, Rajasthan - 302021. Sodhani Capital Limited (the "Company") was incorporated on March 12, 2019 as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Mr Rajesh Kumar Sodhani, Mrs Priya Sodhani, Mr Ankit Sodhani and Mr Ajit Shah were the initial subscribers of our Company. The Company was converted into a public limited company on August 22, 2023 as ‘Sodhani Capital Limited, pursuant to a certificate of incorporation issued by Registrar of Companies, Jaipur, Rajasthan. The CIN of our Company is U65991RJ2019PLC064264. In the year 2021, the Company acquired the mutual fund distribution business (ARN transfer) of Mr. Rajesh Kumar Sodhani.

FACTORS AFFECTING OUR RESULT OF OPERATIONS

Except as otherwise stated in this Draft Prospectus, the following important factors could cause actual results to differ materially from the expectations include, among others:

1. The mutual fund industry operates within a regulatory framework governed by SEBI, RBI, and other statutory bodies, ensuring transparency, investor protection, and compliance with financial market regulations.

2. Macroeconomic factors such as GDP growth, inflation, interest rates, and fiscal policies significantly influence fund performance, affecting both equity and debt market investments.

3. The stock markets volatility, sectoral trends, and bond yield movements impact the valuation of mutual fund portfolios, directly affecting returns for investors.

4. Investor participation, driven by financial literacy, disposable income levels, and risk appetite, plays a crucial role in determining fund inflows and asset under management (AUM) growth.

5. Digital transformation, fintech adoption, and the emergence of online investment platforms enhance accessibility, automation, and efficiency in mutual fund transactions.

6. Continuous innovation in mutual fund offerings, including ETFs, index funds, sectoral and ESG-focused funds, caters to evolving investor preferences and market opportunities.

7. Foreign institutional investments, currency fluctuations, and global economic conditions influence fund flows, especially in international and foreign exposure schemes.

8. The effectiveness of distribution channels, including banks, brokers, financial advisors, and direct investment platforms, determines market penetration and investor reach.

9. Risk management strategies, including diversification, credit risk assessment, and liquidity management, are integral to ensuring portfolio stability and mitigating financial uncertainties. 10. Government policies, taxation frameworks, and budgetary announcements impact mutual fund structures, influencing investor sentiment and long-term capital allocation strategies.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1. Disclosure of Accounting Policies

a) Company is engaged in the business of financial services, specializing in the distribution of mutual fund products It serves as a trusted intermediary between Asset Management Companies (AMCs) and investors. b) The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as specified in the Company (Accounting Standards) Rules 2014, the provisions of the Companies Act, 2013. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The management evaluates all recently issued or revised accounting standards on an on-going basis. Where changes are made in presentation, the comparative figures of the previous year are regrouped and re-arranged accordingly.

c) The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon managements best knowledge of current events and actions, actual results could differ from these estimates.

2. Basis of Preparation

The Restated Standalone Summary Statement of Assets and Liabilities of the Company as at 31 March 2025, 31 March 2024, and 31 March, 2023 and the related Restated Standalone Summary Statement of Profit and Loss and Restated Standalone Summary Statement of Cash Flows for the period / years ended 31 March 2025, 31 March 2024, and 31 March, 2023 and annexures thereto (herein collectively referred to as Restated Standalone Summary Financial Information) have been compiled by the management from the respective Audited Standalone Financial Statements of the Company for the period ended 31 March 2025, 31 March 2024, and 31 March, 2023 which, were originally approved by the Board of Directors of the Company at that relevant time.

These Standalone Financial Statements were prepared using the historical cost convention on an accrual basis. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The Restated Standalone Summary Financial Information have been prepared specifically for the inclusion in the offer document to be filed by the Company with the Securities and Exchange Board of India (‘SEBI) in connection with the proposed initial public offering of the Company.

The Restated Standalone Summary Financial Information are presented in Indian rupees (in Lakhs), unless otherwise stated. This Restated Standalone Summary Financial Information was reviewed and approved by the Board of Directors of the Company on 12^th August, 2025.

3. Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles (‘Indian GAAP) requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported revenue and expenses during the reporting period.

The estimates and assumptions used in the accompanying financial statements are based upon managements evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

4. Operating Cycle

Based on the nature of its activities, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

5. Cash Flow Statement

Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flow from regular revenue generating, financing and investing activities of the Company is segregated. Cash and cash equivalents in the balance sheet comprise cash at bank, cash/cheques in hand and FDRs & margin money with bank.

6. Net profit or loss for the period, prior period items and changes in accounting policies

a) Net Profit or loss for the period and prior period items are shown separately in the Statement of Profit & Loss wherever applicable. b) Prior period items are income or expenses which arise in the current period as a result of errors or omissions in the preparation of the financial statements of one or more prior periods.

c) Extraordinary items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the enterprise and, therefore, are not expected to recur frequently or regularly.

7. Income Recognition

Revenue is recognized to the extent there is reasonable certainty of its ultimate realisation and it can be reliably measured. e) The entire direct income is Commission and fees income from distribution of mutual fund products. f) Dividend income is recognized when the right to receive the same is established. g) Interest income is recognized on a time proportion basis. h) Gains / losses on sale of investments are recognized on the trade date.

8. Depreciation / Amortization

Depreciation on fixed assets is provided on written down basis at the rates and in the manner prescribed in Schedule II of the Companies Act, 2013 except for certain assets.

9. Property, Plant & Equipment

Depreciation on all property, plant & equipment is provided on straight line value method as per the useful life prescribed under schedule II of Companies Act 2013.

10. Accounting for Investments

Investments, being long term in nature, are valued at cost of acquisition. Adjustment for increase/decrease in the value of investments, if any, will be accounted for on realization of the investments.

11. Borrowing Cost

Borrowing costs that are directly attributable to the acquisition, construction or production of the qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to the statement of profit and loss.

12. Employee Benefits

Liability in respect of retirement benefits is provided and/or funded and charged to Profit & loss A/c as follows: d) Provision for contribution to defined contribution plan, recognized as expenses during the year as under. e) Gratuity is accounted for on actuarial valuation basis. f) The obligation for Leave Encashment recognized, provided for and paid on yearly basis.

13. Earnings per share

Basic and Diluted Earning per Share are computed in accordance with AS 20-Earning Per Share. Basic earnings per Equity Share is computed by dividing net profit after tax by the weighted average number of Equity Shares outstanding during the year. The Diluted Earning per Share is computed using the weighted average number of Equity Shares and Diluted Potential Equity Shares outstanding during the year.

14. Income Tax

Income tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with the income tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period).

Current tax expense is recognised on an annual basis under the taxes payable method, based on the estimated tax liability computed after taking credit for allowances and exemption in accordance with Indian Income-tax Act, 1961. In case of matters under appeal due to disallowance or otherwise, full provision is made when the said liabilities are accepted by the Company.

In accordance with the Accounting Standard on "Accounting for Taxes on Income" (AS-22), the deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in future. However, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonable / virtually certain (as the case may be) to be realised.

15. Provisions, Contingent Liabilities and Contingent Assets

In accordance with the Accounting Standard on "Provisions, Contingent Liabilities and Contingent Assets" (AS-29), Provisions comprise liabilities of uncertain timing or amount. Provisions are recognised when the Company recognises that it has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reasonable estimate can be made.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent assets are not recognised in the financial statements.

RESULTS OF OUR OPERATIONS

(Amount in Lakhs)

			For the financial year ended March 31,
		2025		2024	2023
Particulars	Amount in lakhs	% of Total Income	Amount in lakhs	% of Total Income	Amount in lakhs	% of Total Income
Revenue:
Revenue from	410.05	99.25%	296.58	79.02%	242.79	97.95%
Operations
Other income	3.10	0.75%	78.72	20.98%	5.08	2.05%
Total Income	413.15	100.00%	375.30	100.00%	247.87	100.00%
Expenses:
Employees Benefit	51.94	12.57%	47.51	12.66%	66.38	26.78%
Expenses
Finance costs	0.47	0.11%	0.56	0.15%	0.89	0.36%
Depreciation and	3.99	0.97%	5.30	1.41%	6.43	2.59%
Amortization
Other expenses	56.10	13.58%	35.52	9.46%	13.82	5.58%
Total Expenses	112.50	27.23%	88.89	23.69%	87.52	35.31%
Profit Before Tax	300.66	72.77%	286.41	76.31%	160.35	64.69%
Tax Expenses
Current Tax	82.28	19.92%	65.95	17.57%	40.68	16.41%
Prior Period Tax	0.26	0.06%	0.00	0.00%	0.00	0.00%
Deferred Tax	(0.26)	(0.06)%	0.52	0.14%	0.76	0.31%
Total Tax expenses	82.28	19.92%	65.43	17.43%	39.92	16.11%
Profit for the Year	218.38	52.86%	220.98	58.88%	120.43	48.59%
**Total Refers to Total Revenue

KEY COMPONENTS OF COMPANYS PROFIT AND LOSS STATEMENT

Revenue from operations: revenue from operations mainly consists of mutual fund distribution activities.

Other income: other income consists of dividend income, interest income, long-term capital gain and short-tem capital gain.

Expenses: the companys expenses consist of employee benefit expenses, finance cost, depreciation and amortization expense, and other expenses.

Employee benefits expense: employee benefit expenses include salaries and wages

Finance cost: finance cost includes interest paid on borrowings.

Depreciation and amortization expense: we recognize depreciation and amortization expense on a WDV basis as per the rates set forth in the companies act, 2013/ companies act, 1956, as applicable.

Other expenses: other expenses include repair and maintenance expenses, rent expenses, commission expenses, software expenses and etc.

RESULTS OF OPERATIONS

Financial Year 2025 compared to Financial Year 2024

	For the Financial Year ended March 31,
Particulars	2025	2024	Change (%)
Revenue:
Revenue from Operations	410.05	296.58	38.26%
Other income	3.10	78.72	(96.06) %
Total Income	413.15	375.30	10.09%
Expenses:
Employees Benefit Expenses	51.94	47.51	9.32%
Finance costs	0.47	0.56	(16.07) %
Depreciation and Amortization	3.99	5.30	(24.72) %
Other expenses	56.10	35.52	57.94%
Total Expenses	112.50	88.89	26.56%
Profit Before Tax	300.66	286.41	4.98%
Tax Expenses
Current Tax	82.28	65.95	24.76%
Prior Period Tax	0.26	0.00
Deferred Tax	(0.26)	0.52	(150.00) %
Total Tax expenses	82.28	65.43	25.75%
Profit for the Year	218.38	220.98	(1.18) %

Total Income

Total income increased by 10.09% from 375.30 lakhs for the Fiscal 2024 to 413.15 lakhs for the Fiscal 2025 primarily due to increase in revenue was growth in our distribution commission due to AUM increases from 39,333.61 lakhs to Rs.45,456.52 lakhs and other income includes interest from banks, sale of mutual funds and shares.

Revenue from Operations

Revenue from operations increased by 38.26% from 296.58 lakhs for the Fiscal 2024 to 410.05 lakhs for the Fiscal 2025 mainly from increase in our commission income due to AUM increases from 39,333.61 lakhs to Rs.45,456.52 lakhs.

Other Income

Other Income includes Dividend Income, Interest from Others, Long Term Capital Gain, Short Term Capital Gain and Refund of Demat Charges. Other income decreased by (96.06) % from 78.72 lakhs in Fiscal 2024 to 3.10 lakhs in Fiscal 2025 mainly due to lower dividend income, interest from banks, and reduced gains from sale of mutual funds and shares.

Total expenses.

Total expenses increased by 26.56% from 88.89 lakhs for the Fiscal 2024 to 112.5 lakhs for the Fiscal 2025.

Employee Benefits Expenses increased by 9.32% from 47.51 lakhs in Fiscal 2024 to 51.94 lakhs in Fiscal 2025, primarily due to higher salary costs despite a decrease in employee count.

Finance Costs

Our finance costs decreased by 16.07% from 0.56 lakhs in Fiscal 2024 to 0.47 lakhs in Fiscal 2025 due to reduction in the interest expenses. Due to reduction in principal amount for car loan.

Depreciation and Amortization Expenses

Our depreciation and amortization expense decreased by 24.72% from 5.30 lakhs in Fiscal 2024 to 3.99 lakhs in Fiscal 2025, primarily due to a reduction in the value of tangible assets and lower additions during the year.

Other Expenses

Our other expenses mainly include Rent, Legal & Professional Charges, Software Expenses and miscellaneous expenses. Other expenses increased by 57.94% from 35.52 lakhs in Fiscal 2024 to 56.10 lakhs in Fiscal 2025. The detail of other expenses is set herein below: -

(Amount in Lakhs)

Particulars	March 31st, 2025
Rent (Office)	18.00
Repair & Maintenance Expenses	0.19
Commission Expenses	1.04
Long Term Capital Loss	28.57
Short Term Capital Loss	2.27
Professional & Legal Expense	2.03
Advertisement expemses	0.01
Interest Expenses	0.23
Payment to Auditors	0.50
Discount Charged	0.03
Dmat Charges	0.02
Bank Charges	0.00
Registration Expenses	0.00
Travelling Expenses	0.00
Software expense	2.80
Telephone Expenses	0.26
Miscellaneous expenses	0.00
Insurance expense	0.15

Profit/ (Loss) before Exceptional and Extraordinary items and Tax

As a result of the foregoing, we recorded a increase of 4.98 % in our profit before extraordinary items and tax, which amounted to

300.66 lakhs in Fiscal 2025, as compared to 286.41 lakhs in Fiscal 2024.

Tax Expenses

Our tax expenses (current, deferred and Short /(Excess) provision for income tax of earlier year) increased from 65.43 lakhs in Fiscal 2024 to 82.28 lakhs in Fiscal 2025.

Restated Profit for the period

As a result of the foregoing, we recorded a decreased by 1.18% in our profit for the year from 220.98 lakhs in Fiscal 2024 to

218.38 lakhs in Fiscal 2025. PAT was 58.88% and 52.86% of total income of our Company for the Fiscal 2024 and Fiscal 2025, respectively.

Financial Year 2024 compared to Financial Year 2023

(Amount in Lakhs)

	For the Financial Year ended March 31,
Particulars	2024	2023	Change (%)
Revenue:
Revenue from Operations	296.58	242.79	22.15%
Other income	78.72	5.08	1,449.61%
Total Income	375.30	247.87	51.41%
Expenses:
Employees Benefit Expenses	47.51	66.38	(28.43%)
Finance costs	0.56	0.89	(37.08%)
Depreciation and Amortization	5.30	6.43	(17.57%)
Other expenses	35.52	13.82	157.02%
Total Expenses	88.89	87.52	1.57%
Profit before tax	286.41	160.35	78.62%
Tax expense
Current tax	65.95	40.68	62.12%
Prior Period Tax	0.00	0.00
Deferred Tax	0.52	0.76	(31.58%)
Total tax expenses	65.43	39.92	63.90%
Profit for the year	220.98	120.43	83.49%

Total Income

Total income increased by 51.41% from 247.87 lakhs for the Fiscal 2023 to 375.30 lakhs for the Fiscal 2024 primarily due to increase in revenue was growth in our distribution commission due to AUM increases from Rs. 26,331.22 lakhs to Rs. 39,333.61 lakhs and other income includes interest from banks, sale of mutual funds and shares.

Revenue from Operations

Revenue from operations increased by 22.15% from 242.79 lakhs for the Fiscal 2023 to 296.58 lakhs for the Fiscal 2024 mainly from increase in our commission income due to AUM increases from Rs. 26,331.22 lakhs to Rs. 39,333.61 lakhs

Other Income

Other Income includes Dividend Income, Interest from Others, Long Term Capital Gain, Short Term Capital Gain and Refund of

Demat Charges. Other income increased by 1,449.61% from 5.08 lakhs in Fiscal 2023 to 78.72 lakhs in Fiscal 2024. Such increase in other income was primarily due to a Dividend Income, interest from banks, sale of mutual fund and shares.

Total expenses.

Total expenses increased by 1.57% from 87.52 lakhs for the Fiscal 2023 to 88.89 lakhs for the Fiscal 2024.

Employee Benefit Expenses

Employee Benefits Expenses decreased by 28.43% from 66.38 lakhs in Fiscal 2023 to 47.51 lakhs in Fiscal 2024. The reason for decrease employee benefit expenses is decrease in employee count.

Finance Costs

Our finance costs decreased by 37.08% from 0.89 lakhs in Fiscal 2023 to 0.56 lakhs in Fiscal 2024 due to reduction in the interest expenses. Due to reduction in principal amount for car loan.

Depreciation and Amortization Expenses

Our depreciation and amortization expense decreased by 17.57% from 6.43 lakhs in Fiscal 2023 to 5.30 lakhs in Fiscal 2024. Due to decrease in tangible assets.

Other Expenses

Our other expenses mainly include Rent, Legal & Professional Charges, Software Expenses and miscellaneous expenses. Other expenses increased by 157.02% from 13.82 lakhs in Fiscal 2023 to 35.52 lakhs in Fiscal 2024. The detail of other expenses is set herein below: -

(Amount in Lakhs)

Particulars	March 31th, 2024
Rent (Office)	16.50
Repair & Maintenance Expenses	0.29
Commission Expenses	0.59
Long Term Capital Loss	0.00
Short Term Capital Loss	0.00
Professional & Legal Expense	11.09
Processing Fees	0.00
Advertisement expemses	0.01
Interest Expenses	0.00
Payment to Auditors	0.28
Discount Charged	0.45
Dmat Charges	0.00
Bank Charges	0.04
Registration Expenses	0.12
Travelling Expenses	0.11
Software expense	2.00
Telephone Expenses	0.00
Miscellaneous expenses	3.91
Insurance expense	0.14

Profit/ (Loss) before Exceptional and Extraordinary items and Tax

As a result of the foregoing, we recorded a increase of 78.62 % in our profit before extraordinary items and tax, which amounted to 160.35 lakhs in Fiscal 2023, as compared to 286.41 lakhs in Fiscal 2024.

Tax Expenses

Our tax expenses (current, deferred and Short /(Excess) provision for income tax of earlier year) increased from 39.92 lakhs in Fiscal 2023 to 65.43 lakhs in Fiscal 2024

Restated Profit for the period

As a result of the foregoing, we recorded an increased by 83.49% in our profit for the year from 120.43 lakhs in Fiscal 2023 to

220.98 lakhs in Fiscal 2024. PAT was 48.59% and 58.88% of total income of our Company for the Fiscal 2023 and Fiscal 2024, respectively.

CASH FLOWS

The following table summarizes our cash flows for the financial year ended Fiscal 2025, Fiscal 2024 and Fiscal 2023:

(Amount in lakhs)

	For the financial year ended March 31
Particulars
	2025	2024	2023
Net Cash from Operating Activities	261.38	126.88	122.40
Net Cash from Investing Activities	(270.58)	(209.02)	(128.45)
Net Cash used in Financing Activities	(2.74)	97.33	(2.86)

Cash Flows generated from Operating Activities

Net cash from operating activities for the year ended 31st March 2025, was 261.38 Lakhs as compared to the Profit Before Tax at 300.66 Lakhs. Net cash from operating activities for fiscal 2024 was at 126.88 Lakhs as compared to the Profit Before Tax at 286.41 Lakhs.

Cash Flows generated from/used in Investing Activities

Net cash from investing activities for the year ended 31st March 2025 was (270.58) Lakhs due to Purchase of Investments. Net cash flow from investing activities for fiscal 2024 was at (209.02) Lakhs due to Purchase of Investments. While for fiscal 2023, net cash flow from investing activities was at (128.45) Lakhs due to Purchase of Investments

The details of adjustment are as under (Year-wise)

(Amount in Lakhs)

Particulars	2025	2024	2023
Purchase of property, plant and equipment	(0.64)	(1.93)	(2.16)
Net of Purchase/ Proceeds from Sale of Investments	(221.92)	(285.74)	(131.37)
Capital Advance for Purchse of Land	(20.00)	0.00	0.00
Proceeds From Capital Gain	(30.85)	75.65	3.19
Interest and Dividend Received	2.82	3.00	1.89
Net cash from investing activities (b)	(270.58)	(209.02)	(128.45)

Cash Flows generated from/ (used in) Financing Activities

Net cashflow from financing activities for the year ended 31st March 2025 was (2.74) Lakhs. Net cash from financing activities for fiscal 2024 was at 97.33 Lakhs due to repayment of borrowings of Rs. (2.11) Lakhs, while for fiscal 2023, net cash from financing activities was at (2.86) Lakhs also due to net increase in borrowings.

		(Amount in Lakhs)
Particulars	2025	2024	2023
Proceeds from issuance of share capital	0.00	100.00	0.00
Proceeds/(repayment) of borrowings	(2.27)	(2.11)	(1.97)
Finance Cost	(0.47)	(0.56)	(0.89)
Net cash from financing activities (c)	(2.74)	97.33	(2.86)

OTHER MATTERS

1. Unusual or infrequent events or transactions: There have been no unusual trends or events in our business activities, and no unusual or infrequent transactions have occurred.

2. Significant economic changes affecting income from continuing operations: Aside from potential economic policy changes impacting our industry in India, there have been no other significant economic shifts that could materially affect our income from ongoing operations.

3. Known trends or uncertainties impacting sales, revenue, or income: Apart from the risks outlined in the "Risk Factors" section beginning on page 23 of the Draft Prospectus, we do not foresee any other known trends or uncertainties that could have a material adverse impact on our revenue or income from continuing operations.

4. Future changes in the relationship between costs and revenues: Our companys future costs and revenues will be influenced by the growth of the industry in which we operate.

5. Increases in net sales or revenue and introduction of new products or services: Increases in revenue are primarily linked to growth in our business volume.

6. Status of any publicly announced new business segments: Our company has not made any announcements regarding new business segments.

7. Seasonality of business: Our business operations are not subject to seasonal fluctuations.

8. Dependence on a few customers/clients: As our company is primarily engaged in mutual fund distribution activities, we do not depend on a small number of customers.

9. Competitive conditions: Competitive conditions are described in detail in the "Industry Overview" and "Business Overview" sections beginning on pages 90 and 101, respectively, of the Draft Prospectus.

SIGNIFICANT DEVELOPMENTS AFTER MRCH 31, 2025

There has not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of the Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as disclosed in this chapter.

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