Sodhani Capital Limited has issued a comprehensive postal ballot notice to its shareholders, seeking approval for strategic business expansion initiatives through two special resolutions. The notice, dated March 24th, 2026, was submitted to BSE Limited on April 02nd, 2026, under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Proposed Special Resolutions

The postal ballot encompasses two critical resolutions that will shape the company's future business operations:

Business Expansion Through DSA Services

The first resolution proposes to amend the Object Clause by inserting a new sub-clause 3(a)(6) to enable the company to operate as a Direct Selling Agent (DSA), referral agent, and facilitator for financial institutions. This expansion will allow Sodhani Capital to:

• Source and market loans for banks, NBFCs, and housing finance companies
• Facilitate home loans, mortgage loans, personal loans, and business loans
• Generate leads and assist in loan documentation and processing
• Act as an intermediary between customers and lending institutions

The company aims to leverage its existing financial services network, client base, and expertise in financial product distribution through this strategic expansion.

Investment Limit Enhancement

The second resolution seeks to significantly increase the company's investment capacity under Section 186 of the Companies Act, 2013. The proposed changes include:

This enhancement will enable the company to make strategic investments, fund subsidiaries or associates, and pursue financial collaborations more effectively. The resolution also seeks to ratify investments previously made by the company that exceeded the earlier Rs. 1 Crores limit but fall within the proposed Rs. 100 Crores threshold.

E-Voting Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process for all eligible members:

Newspaper Advertisement Publication

In compliance with regulatory requirements, the company published newspaper advertisements regarding the postal ballot notice on April 03rd, 2026. The advertisements were published in:

The company submitted copies of these newspaper advertisements to BSE Limited under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The advertisements are also available on the company's website at https://sodhanicapital.com/postal-ballot/ .

Regulatory Compliance and Documentation

The postal ballot notice has been prepared in compliance with multiple regulatory frameworks, including Section 110 and Section 108 of the Companies Act, 2013, Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI Listing Regulations. The notice is available on the company's website and can be accessed through the provided weblink.

Members whose email addresses are registered with the company, Registrar and Transfer Agent, or Depositories as on the cut-off date will receive the notice electronically. The company has also outlined detailed procedures for shareholders to access the e-voting platform through various methods, including NSDL and CDSL demat accounts.

Board Recommendations and Stakeholder Impact

The Board of Directors has recommended both special resolutions, emphasizing that the proposed amendments are in the best interest of the company and its stakeholders. The Object Clause alteration will enable the company to explore new business opportunities in the financial services sector, while the enhanced investment limits will provide greater operational flexibility for strategic growth initiatives.

Upon completion of the e-voting process, the Scrutinizer will submit the report within two working days, and results will be announced at the registered office within the statutory timeline. The results will also be communicated to BSE Limited and displayed on the company's website and NSDL's platform.

Sodhani Capital Limited's Board of Directors convened on March 24, 2026, approving strategic corporate governance measures that will expand the company's business scope and financial operational capacity, subject to shareholder approval through postal ballot procedures.

Board Meeting Details

The board meeting commenced at 11:30 A.M. IST and concluded at 11:49 A.M. IST, addressing key agenda items under Regulation 30 of the SEBI Listing Regulations, 2015. The decisions require regulatory compliance and shareholder consent through special resolution via postal ballot.

Memorandum of Association Alteration

The board approved significant changes to the company's Object Clause by inserting new sub-clause 3(a)(6) after existing sub-clause 3(a)(5). This alteration enables Sodhani Capital to enter Direct Selling Agent (DSA) operations for financial institutions.

The new business scope includes:

• Acting as DSA, referral agent, and facilitator for banks, NBFCs, and housing finance companies
• Sourcing and marketing loan products including home loans, personal loans, and business loans
• Lead generation and customer identification services
• Documentation assistance and loan application processing
• Coordination services between customers and lending institutions

Investment Limit Enhancement

The board sanctioned a substantial increase in the company's financial operational capacity under Section 186 of the Companies Act, 2013, enhancing limits for loans, guarantees, securities, and investments to an aggregate amount of ₹100 crores.

Regulatory Compliance Process

Both approved measures require comprehensive regulatory approvals including shareholder consent through special resolution via postal ballot, Registrar of Companies approval, and clearance from appropriate regulatory authorities. The postal ballot notice will be submitted to stock exchanges in compliance with SEBI regulations and Ministry of Corporate Affairs circulars.

Corporate Information

Sodhani Capital Limited operates under CIN L65991RJ2019PLC064264 with registered office at 1st Floor, C-373 Vaishali Nagar, Jaipur, Rajasthan. Company Secretary cum Compliance Officer Renu Sharma (ACS: A57451) signed the regulatory filing, confirming the information will be uploaded to the company website at sodhanicapital.com.