Sodhani Capital Ltd Directors Report

To,

The Members Sodhani Capital Limited

The Directors of the Company have pleasure in presenting the Seventh (7^th) Boards 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 companys brand promise. With so many financial instruments available offering ever increasing options for the investor to choose, its 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 Companys performance during the financial year under review as compared to the previous financial year is summarized below:

(Amount in Rs Lakhs)

Particulars	2025-2026	2024-2025
Revenues from Operations	454.65	410.05
Other Income	24.10	3.36
Total Income	478.76	413.41
Total Expenditure	162.04	112.51
Net Profit/Loss Before Tax	316.72	300.91
Less: Tax Expenses	82.12	82.94
Profit after Tax	234.60	217.96
Earnings per equity share: (Face value per Equity Share of Rs. 10 each) (In Rs.)
(1) Basic	3.32	3.48
(2) Diluted	3.32	3.48
No. of Share used in computing EPS	70.65	62.55

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 COMPANYS 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 Companys 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 Companys 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 20252026 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 companys 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 Companys 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 (Auditors 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:

Particulars	Proceeds(T)	Utilization Of Fund (T)	(Surplus)/ Deficit Transfer To GCP(T)	Balance (T)
Offer Related Issue Expenses	80,00,000	59,68,380	(20,31,620)	-
Acquisition of Office Premises at Mumbai	5,01,17,000	5,01,17,000
Interior Work for the Proposed Office Premises	57,94,000	58,32,191	38,191
Funding Expenditure Towards Enhancement of Brand Visibility	92,64,000	14,35,928		78,28,072
Development of Mutual Fund Investment Application	15,00,000	14,33,724		66,276
Meeting Expenditure for Acquiring Information Technology (Hardware Including Software) Infrastructure for New Office Premises and Existing Office Premises	9,15,000	1,53,868		7,61,132
General Corporate Purpose(GCP)*	1,06,00,000	50,45,747	19,93,429	75,47,682
TOTAL	8,61,90,000	6,99,86,838	0	1,62,03,162

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 Companys 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: -

DIN/ PAN	Full Name	Designation	Date of Appointment	Date of Cessation
08387316	Mr. Ajit Shah	Chairman & Director	12/03/2019	NA
09124174	Ms. Ritika Sodhani	Managing Director	29/03/2021	NA
09124152	Ms. Aastha Sodhani	Whole Time Director	29/03/2021	NA
10594233	Ms. Shiksha Sharma	Independent Director	05/12/2024	NA
10862310	Mr. Pulkit Jain	Independent Director	05/12/2024	NA
10863113	Mr. Abhishek Gupta	Independent Director	05/12/2024	NA

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

DIN/ PAN	Full Name	Designation	Date of Appointment	Date of Cessation
09124174	Ms. Ritika Sodhani	Managing Director	29/03/2021	NA
09124152	Ms. Aastha Sodhani	Whole Time Director	29/03/2021	NA
ABBPO4681P	Mr. Bhagvat Prasad Ojha	CFO	24/12/2024	NA
FNIPS8825P	Ms. Renu Sharma	Company Secretary	24/12/2024	NA
FWOPS0149R	*Mr. Aayush Alpesh Shah	Chief Executive Officer	12/11/2025	NA

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.

S. No.	Date of Board Meeting	No. of Directors entitled to attend	No. of Directors present
1.	08.05.2025	6	5
2.	21.05.2025	6	3
3.	19.06.2025	6	6
4.	17.07.2025	6	5
5.	06.08.2025	6	5
6.	12.08.2025	6	5
7.	20.08.2025	6	6
8.	16.09.2025	6	6
9.	20.09.2025	6	6
10.	07.10.2025	6	5
11.	12.11.2025	6	4
12.	26.12.2025	6	3
13.	27.01.2026	6	3
14.	24.03.2026	6	5

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:

Name of Director	DIN	Category of Directorship	No. of Board Meeting Entailed to attended	No. of Board Meetings attended	Attendance at the last AGM
Mr. Ajit Shah	08387316	Chairman & Director	14	14	YES
Ms. Ritika Sodhani	09124174	Managing Director	14	14	YES
Ms. Aastha Sodhani	09124152	Whole Time Director	14	14	YES
Ms. Shiksha Sharma	10594233	Independent Director	14	6	YES
Mr. Pulkit Jain	10862310	Independent Director	14	10	YES
Mr. Abhishek Gupta	10863113	Independent Director	14	9	YES

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

Type of Meeting (Annual/ Extra- Ordinary)	Date
Extra Ordinary General Meeting (Through the Postal Ballot)	20.12.2025
Annual General Meeting	30.08.2025

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

S. No. Name of Director	Designation
1. Mr. Pulkit Jain	Chairperson (Independent Director)
2. Mr. Abhishek Gupta	Member (Independent Director)
3. Ms. Shiksha Sharma	Member (Independent Director)

> Meetings and Attendance during the Financial year 2025-2026

S. No.	Date of Meeting	Name of Members/ Directors
		Mr. Pulkit Jain	Mr. Abhishek Gupta	Ms. Shiksha Sharma
1.	06.08.2025	V	V	V
2.	12.08.2025	V	V	V
3.	07.10.2025	V	V	V
4.	12.11.2025	V	V	X
5.	27.01.2026	V	V	V
6.	24.03.2026	V	X	V

(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

S. No. Name of Director	Designation
1. Mr. Abhishek Gupta	Chairperson (Independent Director)
2. Ms. Ritika Sodhani	Member
3. Mr. Ajit Shah	Member

> Meetings and Attendance during the Financial year 2025-2026

S. No.	Date of Meeting	Name of Members/ Directors
		Mr. Abhishek Gupta	Ms. Ritika Sodhani	Mr. Ajit Shah
1.	24.03.2026	V	V	V

(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 Directors 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

S. No. Name of Director	Designation
1. Mr. Abhishek Gupta	Chairperson (Independent Director)
2. Ms. Shiksha Sharma	Member (Independent Director)
3. Mr. Pulkit Jain	Member (Independent Director)

> Meetings and Attendance during the Financial year 2025-2026

S. No.	Date of Meeting	Name of Members/ Direct ors
		Mr. Abhishek Gupta	Ms. Shiksha Sharma	Mr. Pulkit Jain
1.	12/11/2025	V	V	V

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 Boards 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 Companys 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 arms 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:

i. the steps taken or impact on conservation of energy	N.A.
ii. the steps taken by the company for utilizing alternate sources of energy	N.A.
iii. the capital investment on energy conservation equipments	N.A.

B. Technology absorption:

i. the efforts made towards technology absorption	N.A.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
(a) the details of technology imported
(b) the year of import
(c) Whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. The expenditure incurred on Research and Development	N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particular	2025	2024
Earning	NIL	NIL
Outgo	NIL	NIL

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 Companys 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 Companys 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

Managements 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:

S.No Name of Member	Designation
1 Ms. Ritika Sodhani	Presiding Officer
2 Mr. Hari Parsad Kumavat	Internal Member
3 Mr. Ankit Sodhani	Internal Member
4 Ms. Shretima Bagri	External Member

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

No. of complaints pending at the beginning of the year	No. of complaints received during the year	No. of complaints resolved during the year	No. of complaints pending at the end of the year
NIL	NIL	NIL	NIL

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 Companys 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 wholetime 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 Boards 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. BOARDS 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 Companys 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 Companys 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 Companys 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 COMPANYS 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)	(Ma na gi ng D irector)	(Whole time Director)
DIN:08387316	D IN:09124174	09124152
Date:27.07.2026
Place: Jaipur