The Modernization Engineering Company

SONATA

SONATA SOFTWARE

19th May, 2026

National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex, Mumbai
Kind Attn: Manager, Listing Department
Stock Code - SONATSOFTW

BSE Limited
P.J. Towers, Dalal Street, Mumbai
Kind Attn: Manager, Listing Department
Stock Code - 532221

Dear Sirs/Madam,

Sub: Annual Secretarial Compliance Report for the year ended 31st March, 2026.

Pursuant to the Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are attaching herewith the Annual Secretarial Compliance Report for the year ended 31st March, 2026.

Please take the same on record.

Thanking you,

Yours faithfully,

For Sonata Software Limited

Mangal Krishnarao Kulkarni
Digitally signed by
Mangal Krishnarao
Kulkarni
Date: 2026.05.19
17:06:53 +05'30'

Mangal Kulkarni
Company Secretary, Compliance Officer and Head Legal
Encl.: As above

Sonata Software Limited - SSL
Registered Office: 208, T V Industrial Estate, 2nd Floor, S K Ahire Marg, Worli, Mumbai – 400 030
Corporate Office: Tower-A, Sonata Towers, Global Village (Sattva Global City), RVCE Post, Kengeri Hobli,
Mysore Road, Bengaluru - 560059, India
CIN: L72200MH1994PLC082110

W: www.sonata-software.com
E: [email protected]
T: +91 80 6778 1000

GDR
PARTNERS

Secretarial Compliance Report of Sonata Software Limited having Corporate Identification Number L72200MH1994PLC082110 ('the listed entity') for the financial year ended 31st March, 2026.

We GDR & Partners LLP, have examined:

(a) All the documents and records made available to us and explanation provided by Sonata Software Limited (“the listed entity”),
(b) The filings/ submissions made by the listed entity to the stock exchanges,
(c) Website of the listed entity,
(d) Any other document/ filing, as may be relevant, which has been relied upon to make this Report, for the year ended 31st March, 2026 (“Review Period”) in respect of compliance with the provisions of:

(a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [Not Applicable];
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 [Not Applicable];
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 [Not Applicable];
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

NEW DELHI | MUMBAI | PUNE | INDORE | BENGALURU

REGD. OFFICE : “Vagdevi”, 543/A, 7th Main, 3rd Cross, S. L. Bhyrappa Road, Hanumantha Nagar, Bengaluru – 560009

GDR & PARTNERS LLP - LLPIN: ACG-7633 | [email protected] | +91 80 2650 9004

GDR
PARTNERS

(h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

and circulars and guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sr. No	Compliance Requirement (Regulations/circulars/guidelines including specific clause)	Regulation/Circular No.	Deviations	Action Taken by the listed entity, if any	Type of Action (Advisory/Clarification/Fine/Show Cause Notice/Warning, etc.)	Details of Violation	Fine Amount	Observations/Remarks of the Practicing Company Secretary	Management Responsible	Remarks
Nil

(b) The Listed entity has taken the following actions to comply with the observations made in previous reports.

Sr. No.	Observations/Remarks of the Practicing Company Secretary in the previous reports) (PCS)	Observations made in the secretarial compliance report for the year ended March 31, 2025	Compliance Requirement (Regulations/circulars/guidelines including specific clause)	Details of violation / deviations and actions taken / penalty imposed, if any, on the listed entity	Remedial actions, if any, taken by the listed entity	Comments of the PCS on the actions taken by the listed entity
1.	The Chairperson of the Board may be a member of the Nomination and Remuneration Committee (“NRC”) but shall not chair the NRC.	The Chairperson of the Board may be a member of the Nomination and Remuneration Committee (“NRC”) but shall not chair the NRC.	Regulation 19 (2) of the SEBI (LODR) Regulations, 2015 and the proviso thereto	Same Chairperson on the Board and NRC for the interim period (August 15, 2024- November 05, 2024)	The Board reconstituted the NRC and appointed another Non-Executive Independent Director as the Chairperson of NRC. Waiver application for the same was filed and NSE waived the fine.	The concurrent position was rectified through reconstitution of NRC on November 06, 2024.

NEW DELHI | MUMBAI | PUNE | INDORE | BENGALURU

RECD. OFFICE : "Vagdevi", 543/A, 7th Main, 3rd Cross, S. L. Bhyrappa Road, Hanumantha Nagar, Bengaluru – 560019

GDR & PARTNERS LLP - LLPIN: ACG-7633 | [email protected] | +91 80 2650 9004

GDR

PARTNERS

I. We hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Sr. No.	Particulars	Compliance Status (Yes/No/ NA)
1.	Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).	Yes	-
2.	Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities.
• All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations/ circulars/guidelines issued by SEBI.	Yes	-
3.	Maintenance and disclosures on Website:
• The listed entity is maintaining a functional website.
• Timely dissemination of the documents/ information under a separate section on the website.
• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website	Yes	-
4.	Disqualification of Director(s):
None of the Director(s) of the Company is/are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	Yes

NEW DELHI | MUMBAI | PUNE | INDORE | BENGALURU

REGD. OFFICE : "Vagdevi", 543/A, 7th Main, 3rd Cross, S. L. Bhyrappa Road, Hanumantha Nagar, Bengaluru - 560019

GDR & PARTNERS LLP - LLPIN: ACG-7633 | [email protected] | +91 80 2650 9004

GDR
PARTNERS

5.	Details related to Subsidiaries of listed entities have been examined w.r.t.: (a) Identification of material subsidiary companies. (b) Disclosure requirement of material as well as other subsidiaries.	Yes	-
6.	Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	Yes	-
7.	Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations.	Yes	-
8.	Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or (b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the audit committee, in case no prior approval has been obtained.	Yes
NA	The listed entity has obtained prior approval of Audit Committee for all related party transactions, wherever required.
9.	Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	Yes	-

GDR
PARTNERS

| 10. | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. | Yes | - |
| --- | --- | --- | --- |
| 11. | Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder. | Yes | - |
| 12. | Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities. | NA | - |
| 13. | Additional Non-compliances, if any:
No additional non-compliance observed for any SEBI regulation/circular/guidance note etc. except as reported above. | Yes | - |

We further, report that the listed entity is in compliance with the disclosure requirements of Employee Benefits Scheme Documents in terms of regulation 46 (2) (za) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Assumptions & Limitation of scope and Review:

Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

GDR
PARTNERS

Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For GDR & Partners LLP,
Company Secretaries
ICSI Firm Registration No: L2024KR016500

CS Nagendra D Rao
Partner
Membership No. FCS – 5553
Certificate of Practice – 7731
Peer Review Certificate 6014/2024
UDIN: F005553H000288055

Place: Bengaluru
Date: May 7, 2026

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Secretarial Compliance Report of Sonata Software Limited having Corporate Identification Number L72200MH1994PLC082110 ('the listed entity') for the financial year ended 31st March, 2026.

Assumptions & Limitation of scope and Review:

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Sonata Software Ltd. — Regulatory Filings 2026

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Secretarial Compliance Report of Sonata Software Limited having Corporate Identification Number L72200MH1994PLC082110 ('the listed entity') for the financial year ended 31st March, 2026.

Assumptions & Limitation of scope and Review:

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