Enclosed 41st Annual Report along with Notice of Annual General Meeting for the Financial Year 2025 - 2026

Sonal Mercantile Limited 6202 5202 tropeR launnA Contents Serial Particulars Page No. no. 1. Chairman’s Message 3 2. Company’s Information 4-5 3. Notice of Forty One Annual General Meeting 6 (a) Notes & Instructions 7-16 (b) Annexures to Notice 17-22 4. Board’s Report 23-32 (a) Secretarial Audit Report 33-36 (b) Statement of Particulars of Employees 37 (c) Disclosure of Particulars of Contracts-Arrangements/others 38 (d) CSR Policy with annexure 39-46 4. Management Discussions and Analysis Report (MDAR) 47-49 5. Corporate Governance Report (CGR) 50-69 (a) Certificate for adherence to the Code of Conduct 70 (b) Director and CFO Certification to the Board 71 (c) Certificate of compliance of conditions of Corporate Governance 72 (d) Certificate of Non-Disqualification of Directors 73 6. Standalone Financial Statements (a) Independent Auditors Report with Annexure (b) Standalone Balance Sheet of F.Y. 2025-2026 (c) Standalone Statement of Profit & Loss Account for year ended March 31, 2026 (d) Standalone Cash Flow Statement of F.Y. 2025-2026 (e) Notes on Standalone Financial Statements 7. Consolidated Financial Statements (a) Independent Auditors Report with Annexure (b) Consolidated Balance Sheet of F.Y. 2025-2026 (c) Consolidated Statement of Profit & Loss Account for year ended March 31, 2026 (d) Consolidated Cash Flow Statement of F.Y. 2025-2026 (e) Notes on Consolidated Financial Statements ANNUAL REPORT 2025-26 Page 2 Chairman’s Message Dear Members It’s a pleasure to present the Annual Report of Financial Year 2025-2026 of your Company. This year was remarkable; your Company had earned profit after tax of Rs. 1146.80 Lakhs. It’s only because of your trust and loyalty on the Company. I am very thankful to you and our team. Your company is engaged in providing loans and advances to individuals and Body Corporates i.e. inter corporate loans, personal loans, long term and short term loans, Trade financing, Bills Discounting, Project Appraisal, Loans against Guarantee and Properties and also engaged in Trading in shares & securities and arbitrage business in stock and commodity market. We are committed to further strengthening our capabilities that allow us to serve various financial needs of our customers – offering not only such loans but also protection and security for a better future. The Company is focusing to achieve its vision and will provide best opportunities to new talents and existing personnel. This will not be possible without support of ‘SML Team’ and You. Once again, I am very thankful to the entire ‘SML Team’ and to you for your support. Yours Sincerely Vikram Goyal (Chairman) ANNUAL REPORT 2025-26 Page 3 COMPANY’S INFORMATION BOARD OF DIRECTORS Mr. Vikram Goyal - Chairman & Whole Time Director Mr. Rajan Goyal - Non Executive Director Mr. Deepak - Independent Director Mrs. Rati Goswami - Independent Director Mr. Pardeep Kumar - Independent Director Mr. Akash Bhardwaj - Independent Director (w.e.f. 09.09.2025) Mr. Mu nish Ku mar Garg - Independent Director (upto 08.09.2025) CHIEF FINANCIAL OFFICER Mr. Rohit Saraogi - Chief Financial Officer COMPANY SECRETARY AND COMPLIANCE OFFICER Mr. Akshay Khare - Company Secretary/Compliance Officer STATUTORY AUDITOR M/s. Ajay Rattan & Co. Chartered Accountants (Firm Reg No. 012063N) E-115, 11th Floor, Himalaya House, 23, Kasturba Gandhi Marg, Delhi - 110001 Email: ajay@ajayrattanco.com SECRETARIAL AUDITOR & SCRUITINIZER Mr. Nitin Gupta (Practicing Company Secretary) H.No. 1407, Ground Floor, Sec 15 Part 2, Gurugram, Haryana- 122001 E-mail Id: csguptanitin@gmail.com REGISTERED OFFICE 365, Vardhman Plaza, III Floor, Sector-3, Rohini, New Delhi-110085 Contact No. 011-49091417, 8287003745 E-mail Id: sonalmercantile@yahoo.in Website: www.sonalmercantile.in REGISTRAR AND SHARE TRANSFER AGENT Skyline Financial Services Private Limited D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110 020 Tel No.: 011-26812682, 83 Email Id: admin@skylinerta.com Website: www.skylinerta.com BANKERS OF THE COMPANY Union Bank of India HDFC Bank LISTED AT- RBI REGISTRATION NUMBER - CORPORATE IDENTIFICATION NUMBER Listed At: ANBNSUEA LL iRmEiPteOdR, TM 2u0m2b5a-i2 (6S crip Code: 538943) Page 4 Delhi Stock Exchange, Delhi (Scrip Code: 5053) (DSE is an Inoperative Stock Exchange) RBI Registration Number: B-14.02393 Dated 19/07/2002 Corporate Identification Number: L51221DL1985PLC022433 BOARD COMMITTEES Mr. Pardeep Kumar (Chairperson) Mrs. Rati Goswami (Member) Audit Committee Mr. Rajan Goyal (Member) Mr. Munish Kumar Garg (Member) upto 08.09.2025 Mr. Akash Bhardwaj (Member) w.e.f. 09.09.2025 Mr. Deepak (Member) Mrs. Rati Goswami (Chairperson) Mr. Rajan Goyal (Member) Mr. Munish Kumar Garg (Member) upto 08.09.2025 Nomination & Remuneration Committee Mr. Akash Bhardwaj (Member) w.e.f. 09.09.2025 Mr. Pardeep Kumar (Member) Mr. Deepak (Member) Mr. Munish Kumar Garg (Chairperson) upto 08.09.2025 Mr. Akash Bhardwaj (Chairperson) w.e.f. 09.09.2025 Mr. Pardeep Kumar (Member) Stakeholders & Relationship Committee Mr. Deepak (Member) Mrs. Rati Goswami (Member) Mr. Rajan Goyal (Member) Mr. Munish Kumar Garg (Chairperson) upto 08.09.2025 Mr. Akash Bhardwaj (Chairperson) w.e.f. 09.09.2025 Mr. Pardeep Kumar (Member) Risk Management Committee Mr. Deepak (Member) Mr. Vikram Goyal (Member) Mr. Rajan Goyal (Member) Mr. Vikram Goyal (Chairperson) Mr. Deepak (Member) Corporate Social Responsibility Committee Mr. Pardeep Kumar (Member) Mr. Rajan Goyal (Member) ANNUAL REPORT 2025-26 Page 5 NOTICE NOTICE is hereby given that the Forty One Annual General Meeting (AGM) of the members of the Company which is scheduled to be held on Wednesday, September 30, 2026 at 11.00 AM through Video Conferencing (‘VC’)-Other Audio Visual Means (‘OAVM') to transact the following business: Ordinary Business: 1. Adoption of Financial Statements To receive, consider and adopt the Audited Financial Statements (Standalone as well as Consolidated) of the Company for the year ended March 31, 2065, along with the reports of the Board of Directors and the Auditors thereon. 2. Re-appointment of Mr. Rajan Goyal as Director, liable to Retire by Rotation To appoint a Director in place of Mr. Rajan Goyal (DIN: 02600825) who retires by rotation & being eligible offers himself for reappointment as a Director of the Company. Special Business: 3. Approval of Material Related Party Transaction To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulations 23 (3) & (4) and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, and other applicable provisions of the Companies Act, 2013 (‘Act’) read with the Rules framed thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and other applicable laws / statutory provisions, if any, as may be required and based on the recommendation of the Audit Committee, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include the Audit Committee to the omnibus approval of Material Related Party Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), between the Company and Rudraveerya Developers Ltd an associate Company on such terms and conditions as may be mutually agreed provided that the aggregate amount outstanding at any point of time shall not exceed Rs. 250 crore, for the period from the date of 41st Annual General Meeting upto the date of 42nd Annual General Meeting (hereinafter referred to as ‘RPT period”) (both days inclusive) on the terms and [Showing first 8,000 characters — download PDF for full document]