Sodhani Capital Ltd Auditor Reports

RESTATED FINANCIAL STATEMENTS

To,

The Board of Directors,

Sodhani Capital Limited

(Erstwhile known as SODHANI CAPITAL PRIVATE LIMITED) C-373, First Floor, C-Block Vaishali Nagar Jaipur, Rajasthan-302021

Dear Sir,

1. We have examined the attached Restated Financial Information of "Sodhani Capital Limited" (Formerly known

Sodhani Capital Private Limited) (hereinafter referred to as "the Company" or "the Issuer") comprising the Restated

Statement of Asset and Liabilities as at November 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit & Loss and Restated Statement of Cash Flow for the period ended on November 30,2024, and for the years ended on March 31, 2024, March 31, 2023 and March 31, 2022, the summary statement of significant accounting policies, and other explanatory information (collectively referred to as the "Restated Financial Information", annexed to this report as approved by the Board of Directors of the Company at their meeting held on March 06, 2025 prepared by the Company for the purpose of inclusion in the Draft prospectus/Prospectus in connection with its proposed Initial Public Offer of equity shares in SME Platform ("IPO") of BSE Limited ("BSE") of the company.

These Restated Summary Statements have been prepared in terms of the requirements of:

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");read with companies (Prospectus and

Allotment of Securities) Rules 2014;

b. The Securities and Exchange Board of India (Issue of Capital and Discloser Requirements) Regulations, 2018, as amended ("ICDR Regulations") and; related amendments / clarifications from time to time issued by the Securities and Exchange Board of India ("SEBI");

c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of. Chartered

Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

2. The Companys Board of Directors is responsible for the preparation of the Restated Financial Statements for the purpose of inclusion in the Draft Prospectus / Prospectus to be filed with the Securities and Exchange Board of India, SME platform of BSE Limited and Registrar of Companies, Jaipur, Rajasthan, where the equity shares of the Company are proposed to be listed and Draft Prospectus to be file in connection with the proposed IPO in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company on the basis of preparation stated in Annexure 4 to the Restated Financial Statements.

3. The respective Board of Directors of the group are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

4. We have examined such Restated Financial Information taking into consideration:

a. The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter

Dated December 10, 2024 in connection with the proposed SME IPO of equity shares of the Sodhani Capital Limited;

b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the

ICAI; c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

5. These Restated Financial Statements have been compiled by the management from:

Draft Prospectus a. Audited financial statements of the Company as at and for the period ended November 30, 2024 prepared in accordance with the Accounting Standards (referred to as "AS") as prescribed under Section 133 of the Act, as amended, and other accounting principles generally accepted in India, which have been approved in the meeting of the Board of Directors held on February 10th ,2025.

b. Audited financial statements of the Company as at and for the years ended March 31, 2024 and March 31, 2023 and

March 31, 2022 prepared in accordance with the Accounting Standards (referred to as "AS") as prescribed under

Section 133 of the Act, as amended, and other generally accepted accounting principles in India, which have been approved in the meeting of the Board of Directors held on September 28, 2024 and September 06 ,2023 and August 31, 2022 respectively

6. We have audited the financial information of the company for the period ended November 30, 2024 prepared by the company in accordance with the AS for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the "Peer Review Board" of the ICAI as required by ICDR Regulations in relation to proposed IPO.

7. For the purpose of our examination, we have relied on:

a. Auditors Report issued by us dated February 10th,2025 as referred in Paragraph [5] above, auditors reports issued by the J C Kabra & Associates (previous auditor) Dated September 28th, 2024 and September 06, 2023 for the Financial year 2023-24 and 2022- 23 and D. Jain and Co. (Statutory auditor) Dated August 31, 2022 for the Financial year 2021-22.

We confirmed that Restated Financial Information:

i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial period/years ended on November 30, 2024, March 31,2024, March 31 2023 and March 31 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed;

ii. have been prepared after incorporating proforma AS adjustments to the audited Indian GAAP financial statements of above-mentioned period/year as described in annexure no. 29 to the Restated Financial Information;

iii. have been made after giving effect to the matter(s) giving no modification mentioned in paragraph [8] below; and

iv. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. There were no qualifications in the Audit Reports issued by us and previous auditor for the period ended November 30, 2024, March 31, 2024, March 31, 2023 and March 31, however above financial statements were modified and require adjustments in this Restated Financial Information of the Company and giving rise to modifications on the financial statements as at and for the period/years ended on November 30, 2024, March 31,2024, March 31 2023 and March 31, 2022 refer annexure no. 29.

9. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information:

a. Have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended November 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the period ended November 30, 2024.

b. have been prepared after incorporating adjustments to the audited Indian GAAP financial statements as at and for the year ended November 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 as described in annexure no. 29 to the Restated Financial statements

c. have been made after giving effect to the matter(s) giving rise to modifications mentioned in paragraph [8] above; and

d. have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.

e. Adequate disclosure has been made in the financial statements as required to be made by the issuer as per schedule III of the Companies Act, 2013.

f. The accounting standards prescribed under the Companies act, 2013 have been followed.

g. The financial statements present a true and fair view of the companys accounts.

h. The Company has not paid any dividend during FY 2021-22, FY 2022-23 , FY 2023-24 and period from 1st

April 2024 to 30th November 2024.

10. In accordance with the requirements of Part I of Chapter III of the Act, ICDR Regulations, Guidance Note and

Engagement Letter, we report that:

a. The "Restated Statement of Assets and Liabilities" of the Company as at November 30, 2024, March 31, 2024,

March 31, 2023, and March 31, 2022, as set out in Annexure 1 are prepared by the Company and approved by the Board of Directors. These Statement of Assets and Liabilities, as restated have been arrived at after making such adjustments and regroupings to the financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Financial Information as set out in Annexure 4 to this Report.

b. The "Restated Statement of Profit and Loss" of the Company for the period ended November 30, 2024 and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022, as set out in Annexure 2 are prepared by the Company and approved by the Board of Directors. These Statement of Profit and Loss, as restated have been arrived at after making such adjustments and regroupings to the financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Financial Information as set out in Annexure 4 to this Report.

c. The "Restated Statement of Cash Flow" of the Company for the period ended November 30, 2024 and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022, as set out in Annexure 3 are prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustments and regroupings to the financial statements of Sthe Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Restated Financial Information as set out in Annexure 4 to this Report.

d. We have also examined the following financial information ("Other Financial Information") proposed to be included in the offer document prepared by the management and approved by the board of directors of the company and annexed to this report:

11. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the special purpose interim AS financial statements and audited financial statements mentioned above.

12. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by the Company Auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

14. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Prospectus Prospectus to be filed with Securities and Exchange Board of India, SME Platform of BSE Limited and Registrar of Companies, Jaipur, Rajasthan in connection with the proposed IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Rajvanshi & Associates

Chartered Accountants

Firm Regn. No.:005069C

Abhishek Rajvanshi

PARTNER

Membership No.: 440759

Place: Jaipur

Date: 24-03-2025

UDIN: 25440759BMGXHB3379