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You can view full text of the latest Director's Report for the company.

BSE: 511577ISIN: INE304E01010INDUSTRY: Non-Banking Financial Company (NBFC)

BSE   ` 13.53   Open: 15.45   Today's Range 13.52
15.45
-1.92 ( -14.19 %) Prev Close: 15.45 52 Week Range 12.48
23.29
Year End :2025-03 

Your directors are pleased to present the 41 st (Forty First Annual Report) of Savani Financials Limited
(the 'Company') along with the audited financial statements for the financial year ended 31st March 2025.

1. Results of our operations and state of affairs:

Particulars

(Rupees in Lakhs)

2024-25

2023-24

Revenue from Operations and Other Income

343.15

12.29

Profit/(Loss) before Depreciation, Finance Cost and Taxation

(842.55)

(192.36)

Less: Finance Cost

14.35

7.06

Less: Depreciation

26.91

0.36

Less: Income Tax

(5.21)

(0.07)

Profit / (Loss)after T ax

(878.60)

(200.02)

Balance brought forward from the previous year

(728.39)

(528.36)

Available for appropriation

(1606.98)

(728.39)

Appropriations

Transfer to General Reserve

-

-

Balance carried to Balance Sheet

(1606.98)

(728.39)

2. Brief description of the Company’s work during the Year/ State of the Company’s affairs:

During the year under review, the Company has earned operating revenue, including other income,
aggregating to Rs. 343.15 lakhs as against Rs. 12.29 lakhs in the previous year. Net Loss after tax stood
at Rs. 878.60 lakhs as against net loss of Rs. 200.02 lakhs in the previous year. The management is
looking for opportunities to identify niche segments in which the Company can look for better business
possibilities. The management is also exploring the possibility of identifying new business opportunities
to augment its resources. The Company is engaged only in the business of providing financial services,
and accordingly, there are no separate reportable segments as per IND AS-108 on 'Operating Segment'.

3. Change in the nature of business, if any:

During the year under review, there was no change in the nature of the business of the Company.

4. Dividend:

In view of accumulated losses, your Directors did not propose any dividend for the financial year ended
31st March 2025.

5. Transfer to Reserves:

The Company did not transfer any amount to the reserves due to losses incurred in the financial year
ended 31st March 2025.

6. Share capital:

The Issued, Subscribed and Paid-Up Equity share capital of the Company as on 31st March 2025 was Rs.
31,94,93,700 (Rupees Thirty-One Crores Ninety-Four Lakhs Ninety-Three Thousand Seven Hundred
only) divided into 3,19,49,370 (Three Crore Nineteen Lakhs Forty-Nine Thousand Three Hundred and
Seventy only) equity shares of Rs. 10/- (Rupees ten only) each.

The Company has not issued shares with differential voting rights, nor sweat equity shares. The
Company has not bought back any of its securities during the year under review.

The Board of Directors at its meeting held on 01st September 2023 had approved the issuance of
2,80,00,000 partly paid-up equity shares of face value of Rs. 10 for cash at a price of Rs. 17.50 (including
a premium of Rs. 7.50 per rights equity share), aggregating upto Rs. 4,900 Lakhs by way of rights issue
to the existing equity shareholders of the Company in the ratio of 7 equity shares for every 1 fully paid-
up equity share held by the eligible equity shareholders on the record date. Further, the Board, in its
meeting held on 01st September 2023, had formed a Rights Issue Committee and had vested all the
powers pertaining to the execution of the Rights Issue of Shares upon them. The Company filed the Draft
Letter of Offer on 15th December 2023, on the listing portal of BSE, for which it received the BSE approval
on 15th March 2024.

The Rights Issue opened on 02nd May, 2024 and closed on 10th May 2024. The Company thereafter
allotted the partly paid-up shares to the respective allottees based on the basis of allotment approved
by the BSE on 18th May 2024.

The Company sent a Notice dated 14th September 2024, for receiving balance call money of Rs. 3.50 per
share (including premium of Rs. 1.50 per share) from the eligible equity shareholders. There was receipt
of Rs. 9,66,03,220/- (Rupees Nine Crore Sixty-Six Lakhs Three Thousand Two Hundred and Twenty Only)
for which there was allotment of 2,76,00,920 equity shares by the Rights Issue Oversight Committee
(RIC) in its meeting held on 22nd October 2024.

The Company sent the First Reminder Notice dated 10th December 2024, for receiving the balance call
money of Rs. 3.50 per share (including premium of Rs. 1.50 per share) from the balance eligible equity
shareholders. The Company received Rs. 11,91,485/- (Rupees Eleven Lakhs Ninety-One Thousand Four
Hundred and Eighty-Five Only) (including interest at the rate of 12% per annum) for which there was
allotment of 3,33,409 equity shares by the Rights Issue Oversight Committee (RIC) in its meeting held
on 22nd January 2025.

The Company further sent the Second Reminder Notice dated 21st February 2025, for receiving the
balance call money of Rs. 3.50 per share (including premium of Rs. 1.50 per share) to the balance eligible
equity shareholders. The Company received Rs. 55,018/- (Rupees Fifty Five Thousand and Eighteen Only)
(including interest at the rate of 12% per annum) for which there was allotment of 15,041 equity shares
by the Rights Issue Oversight Committee (RIC) in its meeting held on 28th March 2025.

7. Board of Directors and Key Managerial Personnel:

A. Board of Directors

The Board of Directors comprises six Directors, who are as follows:

1. Ms. Deepa Kishor Tracy (DIN: 00516615) - Managing Director

2. Ms. Purvi Ramesh Ambani (DIN: 06546129) - Non-Executive Non-Independent Director

3. Mr. Ajay Anantrai Patadia (DiN: 00298226) - Non-Executive Independent Director

4. Mr. Vikrant Prabhakar Ponkshe (DIN: 06985597) - Non-Executive Independent Director

5. Mr. Ravishankar Ramamoorthy (DIN: 01907858) - Non-Executive Independent Director

6. Mr. Jitendra Laxmidas Negandhi (DIN: 00787799) - Non-Executive Independent Director

B. Key Managerial Personnel (KMP):

During the year, Mr. Praful Sheth resigned from the post of Chief Financial Officer and Company
Secretary and Compliance Officer of the Company with effect from 12th August 2024. There was an
appointment of Mr. Jatinder Mohan Singh Shah as Chief Executive Officer, Mr. Naresh Bharat Malavia
as Chief Financial Officer and Mr. Darsh Mehta as Company Secretary and Compliance Officer of the
Company with effect from 12th August 2024.

The following are Key Managerial Personnel are KMPs as per the definition under Section 2(51) and
Section 203 of the Companies Act, 2013, as on 31st March 2025:

1. Ms. Deepa Kishor Tracy (Managing Director)

2. Mr. Jatinder Mohan Singh Shah (Chief Executive Officer)

3. Mr. Naresh Bharat Malavia (Chief Financial Officer)

4. Mr. Darsh Mehta (Company Secretary and Compliance Officer)

C. Re-appointment of Directors

In accordance with the requirements of the Companies Act, 2013, Ms. Deepa Kishor Tracy (DIN:
00516615) retires by rotation and, being eligible, offers herself for re-appointment.

8. Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015) for fulfilment of their responsibilities in a
professional and faithful manner and to promote confidence of the investment community, particularly
minority shareholders, regulators of the Company.

Independent Directors play an important role in the governance process of the Board. They bring to bear
their expertise and experience on the deliberations of the Board. This enriches the decision-making
process at the Board with different points of view and experiences and prevents conflict of interest in the
decision-making process.

As per Para VII (1) of Schedule IV of Section 149 (8) of the Companies Act, 2013, Independent Directors
are required to hold at least one meeting without the attendance of Non-Independent Directors and
members of management. Accordingly, such a meeting of Independent Directors was held on 27th
January 2025. Independent Directors reviewed the performance of Non-Independent Directors and the
Board as a whole based on certain parameters set by Independent Directors.

Further, they have included their names in the databank of Independent Directors maintained with the
Indian Institute of Corporate Affairs in terms of section 150 of the Act, read with Rule 6 of the Companies
Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have given declarations to the effect that they meet the criteria of
independence as laid down under Section 149(6) of the Act, read with Regulation 16 of SEBI (LODR),
Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the
Act, Rules made thereunder, and SEBI (LODR) Regulations 2015.

9. Number of meetings of the Board of Directors

There were six meetings of the Board of Directors of the Company held during the financial year 2024¬
2025. The dates of the said meetings are 10/04/2024, 16/05/2024, 12/06/2024, 12/08/2024, 25/10/2024
and 27/01/2025.

10. Evaluation

The Nomination and Remuneration Committee have formulated a Policy for the Board, its Committees
and Directors and the same has been approved and adopted by the Board. The details of the Board
Evaluation form part of the Board's Report.

The Board evaluated the effectiveness of the functioning of the Committees and of individual Directors,
pursuant to the provisions of the Act and the SEBI Listing Regulations.

11. Committees of the Board

The Company comprises 6 (six) committees as on 31st March, 2025 :

a. Audit Committee

b. Nomination and Remuneration Committee

c. Risk Management Committee

d. Stakeholder Relationship and Share Transfer Committee

e. Corporate Social Responsibility Committee

f. Rights Issue Oversight Committee

A detailed note on the composition of the committees and other mandatory details is provided in the
corporate governance report forming part of this Annual Report.

12. Director’s Responsibility Statement

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, the Directors confirm
that:

a. In preparation of the annual accounts for the financial year ended 31st March 2025, the applicable
accounting standards have been followed.

b. The Directors have selected such accounting policies and applied them consistently and made
judgements 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 loss of the Company for the year.

c. The Directors have taken proper and sufficient care towards 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. The Directors have prepared the annual accounts on an accrual basis under the historical cost
convention.

e. The Directors have laid down internal financial controls, which were adequate and operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws, and such systems were adequate and operating effectively.

These Financial Statements have been prepared in accordance with Ind AS as notified under the
Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of the Act.

13. Auditors:

a. Statutory Auditor

M/s. Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration No. - 104133W), are appointed
as Statutory Auditors of the Company for a term of five consecutive financial years, i.e. for the Financial
Year 2023-2024 to 2028-2029 under Section 141 of the Companies Act, 2013, read with the rules framed
thereunder. Their appointment is subject to ratification by the Members at every subsequent Annual
General Meeting held after 27th September 2023. Pursuant to the amendments made to Section 139 of
the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from 07th May, 2018, the
requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has
been withdrawn from the Statute. In view of the above, ratification of the Members for the continuance
of their appointment at this Annual General Meeting is not being sought. The Statutory Auditors have
given a confirmation to the effect that they are eligible to continue with their appointment and that they
have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration
payable to the Statutory Auditors is determined by the Board of Directors.

b. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company, in the Board Meeting held on 12th
August, 2024, had appointed M/s. Bansal and Company, Practising Company Secretaries, to undertake
Secretarial Audit of the Company for the financial year ended 31st March, 2025.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s.
Bansal and Company, Practising Company Secretary, is attached as Annexure A to the Directors' Report.
There are no qualifications or adverse remarks in the Secretarial Audit Report.

c. Internal Auditor

The Board of Directors, in their Meeting held on 12th August 2024, had appointed M/s. A.P. Sanzgiri &
Co., Chartered Accountants, as Internal Auditor of the Company for the financial year ended 31st March
2025, in accordance with Section 138 of the Companies Act, 2013, read with relevant rules made
thereunder.

d. Cost Auditor

The maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is presently not applicable to the Company and accordingly,
such accounts and records have not been made and maintained. Hence, no Cost auditor has been
appointed.

14. The explanations of the Board on every qualification/reservation/adverse remark/disclaimer made
in the Audit Report and the Secretarial Audit Report
.

a. Audit Report:

There is no adverse remark, reservation or qualification in the Audit Report for the year under review.

b. Secretarial Audit Report:

There is no adverse remark, reservation or qualification in the Audit Report for the year under review.

15. Vigil Mechanism

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company
has established a vigil mechanism for the Directors and employees. The Vigil Mechanism Policy is

framed for carrying out investigation, to conduct the enquiry in a fair and unbiased manner, to ensure
that a complete fact-finding exercise has been undertaken and provide a channel to the Directors and
employees to report genuine concerns or suspected fraud.

16. Remuneration Policy for the Board and Senior Management

The Board has adopted the Nomination and Remuneration Policy in its meeting held on 12th August 2024,
for Directors, Key Managerial Personnel ('KMPs') and all other employees of the Company.

As part of the policy, the Company strives to ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully;

b. the relationship between remuneration and performance is clear and meets appropriate
performance benchmarks; and

c. remuneration to Directors, KMPs and Senior Management involves a balance between fixed, and
incentive pay, reflecting short, medium and long-term performance objectives appropriate to the
working of the Company and its goals.

17. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a
Policy on Related Party Transactions. The Policy can be accessed on the website of the Company.

During the year under review, all related party transactions entered into by the Company were approved
by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus
approval is obtained for related party transactions which are of a repetitive nature and entered in the
ordinary course of business and on an arm's length basis.

18. Material changes and commitments, if any, affecting the financial position of the Company which
has occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report

The Board of Directors at its meeting held on 1st September 2023 approved the issuance of 2,80,00,000
partly paid-up equity shares of face value of Rs. 10 for cash at a price of Rs. 17.50 (including a premium
of Rs. 7.50 per rights equity share), aggregating upto Rs. 4,900 Lakhs by way of rights issue to the
existing equity shareholders of the Company in the ratio of 7 equity shares for every 1 fully paid-up equity
share held by the eligible equity shareholders on the record date.

The Company sent a Notice dated 14th September 2024, for receiving the balance call money of Rs. 3.50
per share (including premium of Rs. 1.50 per share) from the eligible equity shareholders. There was
receipt of Rs. 9,66,03,220/- (Rupees Nine Crore Sixty-Six Lakhs Three Thousand Two Hundred and
Twenty Only) for which there was allotment of 2,76,00,920 equity shares by the Rights Issue Oversight
Committee (RIC) in its meeting held on 22nd October 2024.

The Company sent the First Reminder Notice dated 10th December 2024, for receiving the balance call
money of Rs. 3.50 per share (including premium of Rs. 1.50 per share) from the balance eligible equity
shareholders. The Company received Rs. 11,91,485/- (Rupees Eleven Lakhs Ninety-One Thousand Four
Hundred and Eighty-Five Only) (including interest at the rate of 12% per annum) for which there was
allotment of 3,33,409 equity shares by the Rights Issue Oversight Committee (RIC) in its meeting held
on 22nd January 2025.

The Company further sent the Second Reminder Notice dated 21st February 2025, for receiving the
balance call money of Rs. 3.50 per share (including premium of Rs. 1.50 per share) to the balance eligible

equity shareholders. The Company had received Rs. 55,018/- (Rupees Fifty-Five Thousand and Eighteen
Only) (including interest at the rate of 12% per annum) for which there was allotment of 15,041 equity
shares by the Rights Issue Oversight Committee (RIC) in its meeting held on 28th March 2025.

19. Details of significant and material orders passed by the regulators or courts, or tribunals impacting
the going concern status and the Company’s operations in future

The Company has not received any significant and material orders passed by the regulators or courts,
or tribunals during the year, which may impact the going concern status of the Company or will have any
bearing on the Company's operations in future.

20. Details in respect of the adequacy of internal financial controls with reference to the financial
statements

In accordance with the provision of Section 134(5)(e) of the Act and as per the provisions of the SEBI
(LODR) Regulations, 2015, the Company has an Internal Financial Control System, commensurate with
the size, scale and complexity of its operations. Such Internal Financial Controls were found to be
adequate for a Company of this size. The controls are largely operating effectively since there has not
been an identification of any material weakness in the Company. The Company has policies and
procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of fraud and errors, the accuracy and completeness of the
accounting records and the timely preparation, reliable financial information. The Company has
appointed A.P. Sanzgiri & Co., Chartered Accountants, as Internal Auditors for the financial year 2024¬
2025. The Internal Auditors monitor and evaluate the effectiveness and adequacy of the internal control
system in the Company, its compliance with operating systems, accounting procedures and policies at
all locations of the Company and its subsidiaries. Based on the report of Internal Auditors, process
owners undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit Committee of
the Board.

21. Particulars of Loans, Guarantees or Investments

During the year, there was no loan given, investment made, guarantee given or security provided by the
Company covered under Section 186 of the Companies Act, 2013.

22. Details of Subsidiary, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company. Therefore, Form AOC-
1 pursuant to section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts)
Rules,2014, is not applicable to the Company for the Financial Year 2024-2025 and therefore it does not
form part of this report.

23. Deposits

Your Company is registered with the Reserve Bank of India (RBI) as a non-deposit accepting NBFC under
section 45-IA of the RBI Act, 1934.

During the year under review, the Company has not accepted any deposit within the meaning of the
Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act or within the meaning of
Section 73 of the Act and the Companies (Acceptance or Deposits) Rules, 2014 and guidelines and
master directions of Non-Banking Financial Companies as prescribed by Reserve Bank of India in this
regard and therefore no details are required to be furnished.

24. Details in respect of frauds reported by auditors under Subsection (12) of Section 143 of the Act,
other than those which are reportable to the Central Government

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 of the Company under Section 143(12) of the Act and Rules
framed thereunder.

25. Extract of the Annual Return

As per the requirements of Section 92(3) of the Companies Act, 2013 (hereinafter referred as "the Act")
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from
time to time, including any statutory modifications/amendments thereto for the time being in force, the
annual return of Company for Financial Year 2024-2025 is available on its website on
https://mantracapital.in/agm-annual-return

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The provisions relating to the disclosure of particulars relating to conservation of energy and technology
absorption do not apply to the Company since it is engaged in the business of financial services. The
Company had no foreign exchange earnings or outgo during the year.

27. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013, for implementing Corporate Social
Responsibility Policy, constitution of the committee and expenditure are presently not applicable to the
Company. However, our Company has a Corporate Social Responsibility Committee in place.

28. Disclosure Under the Maternity Benefit Act, 1961

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

29. Formal Annual Evaluation

The Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 stipulate the evaluation of the
performance of the Board, its Committees, Individual Directors and the Chairperson.

During the year, the Board of Directors has carried out an annual evaluation of the Board as a whole,
individual directors (including independent directors and Chairperson) and various Committees of the
Board pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board
of India ("
SEBI") on the evaluation of the Board of Directors of a listed Company ("Guidance Note"). The
performance of the Board, Individual Directors, Committee and Chairperson was evaluated by the Board
after seeking inputs from all the directors on the basis of criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc. In a separate meeting of
Independent Directors held on January 27, 2025, the performance of Non-Independent Directors and
the Board as a whole was evaluated, taking into account the views of Executive Directors and Non¬
Executive Directors. The results of the evaluation are satisfactory and adequate and meet the
requirements of the Company.

30. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

During the year, there was no loan given, investment made, guarantee given or security provided by the
Company covered under Section 186 of the Companies Act, 2013.

31. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the prescribed form

All related party transactions that were entered into during the financial year were on an arm's length
basis and were in the ordinary course of the business. The materially significant related party
transactions made by the Company with Promoters, Key Managerial Personnel or other designated
persons along with details of Contract or arrangement are mentioned in Form AOC-2 as per Section
134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
applicable to the Company and is annexed as Annexure C to the Board Report.

32. Managerial Remuneration

No remuneration has been paid to the Directors during the year under review, and accordingly, no
information is being provided for the same.

33. Particulars of Employees

The information required under Section 197 of the Act, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure B.

34. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management's
Discussion and Analysis is set out in this Director's Report. Management's Discussion and Analysis
Report provides details of the overall industry structure, developments, performance and state of affairs
of the Company's various businesses.

35. Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015, disclosures regarding environment, social
and governance thereof are not applicable to the Company.

36. Corporate Governance Report

The Company ensures that it evolves and follows the corporate governance guidelines and best
practices diligently and considers its inherent responsibility to disclose timely and accurate information
regarding the operations and performance, leadership, and governance of the Company.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report, along with the Certificate
from a Practising Company Secretary certifying compliance with conditions of Corporate Governance,
forms part of this Integrated Report and Annual Accounts 2024-2025 and is annexed as Annexure F.

37. Annual Secretarial Compliances pursuant to Regulation 24A of SEBI(LODR), 2015

In accordance with BSE Circular LIST/COMP/10/2019-20 dated 09th May 2019 and provisions of
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual
Secretarial Compliance Report issued by Bansal and Co. for the financial year ending 31st March 2025 is
enclosed along with the Board Report as Annexure H.

38. Risk Management

The Company has framed a risk management framework to identify business risks and challenges
across the Company. The risk framework helps us meet the business objectives by aligning operating
controls with the mission and vision of the Company. After extensive deliberation on the nature of risk
and implementing appropriate mitigation measures, the business activities are being carried out under
the direct supervision of the Board of Directors of the Company. This ensures that no foreseeable risk
that could threaten the existence of the Company is overlooked.

39. Code for Prevention of Insider T rading

Policies and code adopted by the Company pursuant to SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, are displayed on the Company's website at
https://mantracapital.in/policies

40. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details
of complaints received and disposed of in the year are as below:

No. of complaints received: Nil
No. of complaints disposed of: Nil

No cases of any sexual harassment of women in the workplace.

41. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards for Board meetings and Secretarial Standards
for General Meetings issued by The Institute of Company Secretaries of India. The Company has
voluntarily adopted Secretarial Standards on the Report of the Board of Directors.

42. Credit Rating

During the year under review, no credit ratings/revisions in Credit Ratings were done by any credit rating
agency for the Company.

43. Disclosure of Accounting Treatment

Implementation of Indian Accounting Standards (IND AS) converged with International Financial
Reporting Standards (IFRS). As mandated by Companies (Indian Accounting Standards) Rules, 2015,
Non-Banking Financial Company (NBFCs) whose equity or debt securities are listed on any stock
exchange in India or outside India and having net worth less than rupees five hundred crore are required
to comply with the Indian Accounting Standards (IND AS) for Financial Statements for accounting period
beginning from 1st April 2019 onwards. Accordingly, the annual financial statements are prepared as per
Indian Accounting Standards for the Financial Year 2024-2025.

44. Compliance with the code of conduct and ethics

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the Act, the Company has framed and adopted a Code of Conduct for Board Members, Senior
Management and Other employees ("the Code"). The Code is applicable to the members of the Board,
the executive officers and all the employees of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance with the
code for the financial year ended on 31st March 2025.

45. Familiarisation Policy and Programme for Independent Directors

The Company has a Familiarisation Programme which provides orientation at the time of the
appointment of Independent Directors, which covers their roles and responsibilities, an overview of the
industry, operations, and business model of the Company. They are provided with copies of the
Company's latest Annual Reports, relevant provisions of the SEBI (LODR) Regulations, 2015, the
Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider
Trading regulations and other internal policies to help them get a broad view of the Company's
procedures and practices.

46. Details of applications made or any proceedings pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year, along with their status as at the end of the financial year.

Not applicable as no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

47. Details of the difference between the amount of the valuation done at the time of settlement and
the valuation done while taking a loan from the Banks or Financial Institutions, along with the
reasons thereof.

Not applicable as no settlement of the loan was made with any bank or Financial Institution.

48. Unpaid Dividend and Investor Education and Protection Fund (IEPF)

The Company has not paid any dividend during the year under audit, and hence clause (f) of Rule 11 of
the Companies (Audit and Auditors) Rules, 2014 is not applicable.

49. Acknowledgements

Your directors take this opportunity to thank the Company's customers, shareholders, suppliers,
bankers, business partners, associates, financial institutions, Reserve Bank of India and the
Central and State governments for their consistent support and encouragement to the
Company. The Board also places on record its deep appreciation for the dedication, hard work,
and commitment of all employees, which have been instrumental in the Company's
performance during the year.

For and on behalf of the Board of Directors

Savani Financials Limited

Sd/- Sd/-

Deepa Kishor Tracy Ajay Anantrai Patadia

Managing Director Director

DIN:00516615 DIN: 00298226

Place: Mumbai
Date: 21st July 2025