Mantra Capital Limited Directors Report

To.

The Members,

Mantra Capital Limited (formerly known as Savani Financials Limited).

Your directors are pleased to present the 42nd (Forty Second) Boards Report of Mantra Capital Limited (formerly known as Savani Financials Limited) ("the Company") along with the audited financial statements for the financial year ended March 31. 2026.

1. Results of our operations and state of affairs:

Particulars	2025-2026 (Rupees in Lakhs)	2024-2025 (Rupees in Lakhs)
Revenue from Operations and Other Income	1635.06	335.56
ProfitZ(Loss) before Depreciation, Finance Cost and Taxation	(727.21)	(842.56)
Less: Finance Cost	600.19	14.35
Less: Depreciation	31.80	26.91
Less: Income Tax	(12.84)	(5.21)
Profit / (Loss)after Tax	(1.346.36)	(878.61)
Balance brought forward from the previous year	(1,606.96)	(728.39)
Available for appropriation	(2,953.32)	(1606.98)
Appropriations
Transfer to General Reserve		-
Balance carried to Balance Sheet	(2.953.32)	(1606.98)

2. Brief description of the Companys work during the Year/ State of the Companys affairs:

During the year under review, the Company has earned operating revenue, including other income, aggregating to Rs. 1,635.06/- Lakhs as against Rs. 335.56/- Lakhs in the previous year. Net Loss aftertax stood at Rs. 1,346.36/- lakhs as against net loss of Rs. 878.61 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 March 31,2026.

5. Transfer to Reserves:

The Company did not transfer any amount to the reserves due to losses incurred in the financial year ended March 31,2026.

6. Share capital:

Authorised Capital

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 38,00,00,000/- (Rupees Thirty-Eight Crore Only) divided into

3.55.00. 000 (Three Crore Fifty-Five Lakh) Equity Shares of Rs. 10/- each and

25.00. 000 (Twenty-Five Lakh) Redeemable Preference Shares of Rs. 10/- each to

Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 4,75,00,000 (Four Crore Seventy-Five Lakh) Equity Shares of Rs. 10/- each and 25,00,000 (Twenty-Five Lakh) Redeemable Preference Shares of Rs. 10/- each by way of Ordinary Resolution passed by the Members of the Company at the Extra -ordinary General Meeting held on February 27, 2026.

Further, the Special Resolution passed at the 41st AGM at to increase the Authorised Share Capital of the Company from Rs. 38,00,00,000 (Rupees Thirty- eight crore) divided into 3,55,00,000 (Three Crore Fifty-Five Lakh) equity shares of Rs. 10/- each and 25,00,000 (Twenty-Five Lakhs) Redeemable Preference Shares of Rs.10/- to Rs. 1,00,00,00,000 ( Rupees Hundred crore only) divided into 9,75,00,000 ( Nine Crore Seventy - Five Lakh) equity shares of Rs. 10/- each and 25,00,000 (Twenty-Five Lakhs) Redeemable Preference Shares of Rs.10/- each, was rescinded by way of Ordinary Resolution passed by the Members of the Company at the Extra - ordinary General Meeting held on February 27, 2026.

Issued Capital

The Issued, Subscribed and Paid-Up Equity share capital of the Company as on March 31, 2026 was Rs. 31,95,45,580 (Rupees Thirty-One Crores Ninety-Five Lakhs Forty-Five Thousand Five Hundred Eighty only) divided into 3,19,54,558 (Three Crore Nineteen Lakhs Fifty Four Thousand Five Hundred Fifty Eight only) equity shares of Rs. 10/- (Rupees Ten only) each.

Further, upon the recommendation of Board at its meeting held on January 30, 2026, the members of the Company at the Extra -ordinary General Meeting held on February 27, 2026 passed a Special Resolution, approving the issuance of 48,25,000 (Forty Eight Lakhs Twenty Five Thousand) Equity Shares of the Company, having a face value of Rs. 10/- each, ("Equity Shares") at an issue price of Rs.20/- (including Rs.10/- each as security premium) for consideration in cash aggregating to Rs. 9,65,00,000/- (Rupees Nine Crores Sixty Five Lakhs Only) and 45,00,000 (Forty-Five Lakhs) warrants of face value Rs. 10/- each ("Warrants") at an issue price of Rs.20/- (including Rs.10/- each as security premium), aggregating Rs.

9,00,00,000/- (Rupees Nine Crores Only) to identified investors and promoters on a preferential basis through private placement.

The private placement process was in progress as at March 31, 2026 i.e. financial year end date. However 38,25,000 (Thirty Eight Lakhs Twenty Five Thousand) Equity Shares and 45,00,000 (Forty-Five Lakhs) Warrants were allotted on April 08, 2026, to the investors who had exercised the offer during offer period provided in private placement offer cum allotment letter. Accordingly, post allotment the Issued, Subscribed and Paid-Up Equity share capital of the Company was updated on April 08, 2026 to Rs. 35,77,95,580 (Rupees Thirty-Five Crores Seventy-Seven Lakhs Ninety-Five Thousand Five Hundred Eighty Only) divided into 3,57,79,558 (Rupees Three Crores Fifty-Seven Lakhs Seventy-Nine Thousand Five Hundred Fifty-Eight Only) equity shares of Rs. 10/- (Rupees ten only) each.

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

Forfeiture of Shares

With reference to the First and Final Call Notice dated September 16, 2024, and in relation to three reminders for first and final call on the partly paid-up equity shares of the Company dated December 13, 2024, February 24, 2025 and July 07, 2025, the Board of Directors at its meeting held on January 30, 2026, approved the forfeiture of 45442 partly paid-up equity shares on which the first and final call money of Rs. 3.5/- each (including face value of Rs. 2/-) remains unpaid.

The forfeiture of the said partly paid-up equity shares, is under process as at March 31,2026 which was completed on June 30, 2026.

7. Issuance of debentures

During the year under review, the Company raised funds through the issuance of the following Non-Convertible Debentures ("NCDs") on a private placement basis to identified investors:

i. 500 (Five Hundred) 14% Secured, Un-listed, Un-rated Non-Convertible Debentures of face value amounting to Rs. 1,00,000/- (Rupees One Lakh) each aggregating to Rs. 5,00,00,000/- (Rupees Five Crores Only); allotted on June, 11,2026.

ii. 7,080 (Seven Thousand Eighty) 14% Secured, Un-listed, Un-rated Non- Convertible Debentures of face value amounting to Rs. 10,000/- (Rupees Ten Thousand Only) each aggregating to Rs. 7,08,00,000/- (Rupees Seven Crores Eighty Lakhs Only); allotted on June, 27. 2025.

iii. 2,000 (Two Thousand) 12.75% Secured, Un-listed, Un-rated Non-Convertible Debentures of face value amounting to Rs. 10,000/- (Rupees Ten Thousand Only) each aggregating to Rs. 2,00,00,000 (Rupees Two Crores Only) allotted on January 20, 2026.

8. Board of Directors and Key Managerial Personnel:

A. Board of Directors

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

1. Mrs. 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

During the financial year under review, there was no change in the Composition of Board of Directors.

B. Key Managerial Personnel (KMP):

During the financial year, Mr. Darsh Mehta resigned from the post of Company Secretary and Compliance Officer of the Company with effect from September 30, 2025. Thereafter Mr. Puspraj Pandey was appointment as Company Secretary and Compliance Officer of the Company with effect from December 30, 2025.

The following are KMPs as per the definition under Section 2(51) and Section 203 of the Companies Act, 2013, as on March 31,2026:

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. Puspraj Pandey (Company Secretary and Compliance Officer)

C. Re-appointment of Directors

As per section 152 of the Companies Act, 2013, read along with the rules and regulations made thereunder, Mrs. Deepa Kishor Tracy (DIN: 00516615), Managing Director of the Company was re-appointed at the 41st AGM being liable to retire by rotation. Accordingly at the ensuing AGM Ms. Purvi Ramesh Ambani ((DIN: 06546129), Non Executive and Non Independent Director, who is liable to retire by rotation and, being eligible, offers herself for re-appointment.

Brief profile of Ms. Purvi Ambani, who is seeking Re-appointment is given in the 42nd AGM Notice.

9. Independent Directors

All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under Section 149(6) of the Companies Act, 2013, read with Regulation 16 and 25 of the SEBI (LODR) Regulation 2015, as amended from time to time. They also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board is further informed that 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 January 30, 2026. Independent Directors reviewed the performance of Non Independent Directors and the Board as a whole based on certain parameters set by Independent Directors.

10. Number of meetings of the Board of Directors

There were six meetings of the Board of Directors of the Company which were held during the financial year 2025-2026 on May 5, 2025, July 21,2025, August 28, 2025, November 12, 2025, December 30, 2025 and January 30, 2026. The detailed note on the same is provided in Corporate Governance Report forming part of 42nd Annual Report.

11. Annual Evaluation of Boards Performance, its Committees and Individual Directors

Pursuant to the provisions of Section 134(3)(p) the Companies Act and the Listing Regulations, the Board Members have carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of its Committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman after taking into consideration feedback received from Directors and committee members. The evaluation was done on various 4parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

12. Committees of the Board

The Company has following five (5) Board Committee as on March 31,2026:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Risk Management Committee

d. Stakeholder Relationship and Share Transfer Committee

e. Capital and Fund Rasing Committee

A detailed note on the composition of the committees and other mandatory details is provided in the corporate governance report forming part of 42nd Annual Report.

13. Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a. in the preparation of the Annual Financial Statements for the Financial Year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the Directors had 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 as at March 31,2026 and of the loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

14. 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 September 27, 2023. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, effective from May 07, 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 August 12, 2024, had appointed M/s. Bansal and Company, Practising Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended 31 st March, 2026.

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 C to the Directors Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

c. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board of Directors, at its meeting held on May 05, 2025, appointed M/s. A.P. Sanzgiri & Co., Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2025-2026. The Internal Auditor has carried out internal audit assignments during the year and the audit reports are periodically placed before the Audit Committee, along with the Managements comments thereon, for its review and noting.

D. Cost Audit & Maintenance of Cost Records

The provisions relating to cost audit and maintenance of cost records under Section 148(1) of the Companies Act, 2013 are not applicable to the Company. Accordingly, the Company is not required to maintain such records and no Cost Auditor has been appointed for the Financial Year 2025-2026.

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

a. Statutory Audit Report:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report for the Financial Year 2025-2026.

b. Secretarial Audit Report:

There are no qualifications, reservations or adverse remarks in the Audit Report for

the Financial Year 2025-26.

16. Policy for Appointment and Remuneration of the Board of Directors, Senior Management personnels and Key Managerial Personnels;

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Nomination and

Remuneration Policy which, inter alia, lays down the criteria for appointment, qualifications, positive attributes, independence of Directors, succession planning for the Board and Senior Management, and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Nomination and Remuneration Committee periodically reviews the Policy to ensure alignment with the applicable statutory and regulatory requirements. The Policy serves as a framework for effective talent management, succession planning and remuneration practices within the Company.

The Nomination and Remuneration Policy is available on the website of the Company and can be accessed at https://mantracapital.in/policies .

17. Whistle Blower Policy/Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has in place a Whistle Blower Policy/ Vigil Mechanism Policy to enable directors, employees and value chain partners to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct or Ethics Policy and leakage or suspected leakage of unpublished price sensitive information. The Policy is available on the Companys website at https:/Tnantracapital.in.

18. Particulars of Contracts or Arrangements with Related Parties;

All contracts/arrangementsAransactions entered by the Company during FY2025-2026 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013 is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee and were at arms length and in the ordinary course of business.

Details of transactions with related parties during FY 2025*2026 are provided in the notes to the financial statements. Hence, the prescribed Form AOC-2 does not form a part of this Report.

The policy on materiality of related party transactions and on dealing with related party transactions is available on the website of the Company at http:// mantracapital.in.

19. 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 following material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this Report:

1. The Company has issued and allotted 38,25,000 (Thirty-Eight Lakhs Twenty-Five Thousand) Equity Shares and 45,00,000 (Forty-Five Lakhs) Warrants on April 08, 2026, on a preferential basis, pursuant to the recommendation of the Board of Directors at its meeting held on January 30, 2026, approval of the Members by way of a Special Resolution passed at the Extra-Ordinary General Meeting held on February 27, 2026, pursuant to the approval of the Members and applicable regulatory approvals.

2. The Company has completed the forfeiture of 45,442 partly paid-up equity shares in respect of which the First and Final Call Money remained unpaid, in accordance with the applicable provisions of law and the Articles of Association of the Company.

20. Details of significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and the Companys operations in future

There were no significant and material orders passed by any regulator, court or tribunal during the Financial Year 2025-26 which could impact the going concern status of the Company or its future operations.

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

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the Company has in place an adequate and effective Internal Financial Control framework commensurate with the size, scale and nature of its business operations. The internal control system is designed to ensure operational efficiency, safeguarding of assets, accuracy and reliability of financial reporting, compliance with applicable laws, regulations and internal policies, and prevention and detection of frauds and errors.

The Company has appointed A.P. Sanzgiri & Co., Chartered Accountants, as Internal Auditors for the Financial Year 2025-26. Periodic internal audits are conducted to evaluate the adequacy and effectiveness of the internal control framework, risk management processes and regulatory compliance. The audit observations, along with management responses and corrective actions, are reviewed by the Audit Committee. During the year under review, no material weakness in the design or operation of the Internal Financial Controls was observed.

22. Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Companies Act, 2013, except sub-section (1), are not applicable to the Company, being a Non-Banking Financial Company (NBFC), in respect of loans, investments, guarantees and securities made in the ordinary course of its business.

Pursuant to the provisions of Section 186(4) of the Act, details with regard to the investments made by the Company, as applicable, are given in notes to accounts of the financial statements, forming part of this Annual Report.

23. 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 2025-2026.

24. 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.

25. 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 to report to the Audit Committee and/or Board of the Company under Section 143(12) of the Act and Rules framed thereunder.

26. Annual Return

The Annual Return of your Company as provided under Section 92(3) and 134(3)(a) of the Act, for Financial Year 2025-26 is available on its website on https:// mantracapital.in/aqm-annual-return.

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

The information required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is given below for the Financial Year 2025-2026:

a. Conservation of energy

The Company operates in the financial services sector, which inherently requires minimal energy consumption. As a result, disclosures are not applicable.

b. Technology absorption

The Company operates in the financial services sector, where the scope for technology absorption is limited due to the nature of its operations. Accordingly,

disclosures are not applicable.

c. Foreign Exchange Earning as and Outgo

The Company had no foreign exchange earnings or outgo.

28. Corporate Social Responsibility

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company. However, Company has a voluntary Corporate Social Responsibility Committee in place.

29. Disclosure Under the Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, during the Financial Year 2025-2026.

30. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out an annual performance evaluation of the Board, its Committees, the Chairperson and individual Directors, including Independent Directors. The e valuation was undertaken in line with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.

The evaluation was conducted based on criteria such as the composition and structure of the Board and its Committees, effectiveness of Board processes, participation in meetings, governance practices and discharge of duties and responsibilities.

In a separate meeting held on January 30, 2026, the Independent Directors evaluated the performance of the Non-Independent Directors, the Chairperson and the Board as a whole. The Board noted that the outcome of the evaluation was satisfactory and reflected an effective and well-functioning Board and Committee structure.

31. Managerial Remuneration

The Company has paid remuneration to its managerial personnel during the year under review in accordance with the provisions of Section 197 and other applicable provisions of the Companies Act, 2013 read with the Rules made thereunder. The requisite disclosures relating to remuneration as prescribed under the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of this Annual Report.

32. 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 of Boards this Annual Report.

33. Management Discussion and Analysis

In accordance with the applicable provisions of the Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is set out in this Boards Report, provides details of the overall industry structure, developments, performance and state of affairs of the Companys, which forms part of this Annual Report as Annexure A.

34. 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.

35. 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 Regulation 34 read with Schedule V of the 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 Annual Report is annexed as Annxure D and Annexure H.

36. 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 2026 is enclosed as Annexure E, which forms part of this Annual Report.

37. Risk Management

The Company has in place a Risk Management Policy and a robust risk management framework for identification, assessment, monitoring and mitigation of various risks associated with its business and operations. In compliance with the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and RBI guidelines applicable to NBFCs, the Board has constituted a Risk Management Committee to oversee the implementation and effectiveness of the risk management framework.

The Risk Management Committee periodically reviews key risks, including credit, operational, liquidity, compliance, cyber security and other emerging risks, and recommends appropriate mitigation measures. The Board is regularly apprised of the Companys risk profile and the adequacy of risk management and internal control systems. The Board is of the opinion that there are no risks which may threaten the existence of the Company.

38. Code for Prevention of Insider Trading

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a Code for Prevention of Insider Trading to regulate, monitor and report trading in the securities of the Company by its Designated Persons and their immediate relatives. The Code also provides for practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and its handling in compliance with the applicable regulations.

The Code is available on the Companys website at https://mantracapital.in/policies .

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

The Company has adopted a gender-neutral Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, laints pending as on March 31,2026: NIL

The Company has constituted an Internal Complaints Committee ("ICC") for redressal of complaints and follows a zero-tolerance approach towards any form of harassment at the workplace. The Policy is available on the website of the Company at https://mantracapital.in/policies .

The status of complaints under the POSH Act during the year under review was as under:

• Number of complaints pending at the beginning of the year: NIL

• Number of complaints received during the year: NIL

• Number of complaints disposed of during the year: NIL

• Number of complaints pending as on March 31,2026: NIL

40. Compliance with Secretarial Standards

The Company has complied with applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

41. Credit Rating

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

42. 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 April 1,2019 onwards.Accordingly, the annual

financial statements are prepared as per Indian Accounting Standards for the Financial Year 2025-2026.

43. Compliance with the Code Of Conduct and Ethics

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of Directors prescribed in the Act. The Company has a Board approved Code of Conduct for Board members and Senior Management of the Company. The Code of Conduct is reviewed periodically. The Code has been placed on the Companys website at https://mantracapital.in .

All the Board members and Senior Management personnel have affirmed compliance with the Code for the year ended March 31, 2026. A declaration to this effect signed by the Managing Director forms a part of this Annual Report.

44. Familiarisation Policy and Programme for Independent Directors

The Company has a Familiarisation Programme for Independent Directors, providing them with an overview of the Companys business, operations, industry and regulatory environment, including their roles and responsibilities.

The Directors are also apprised of applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, NBFC Regulation etc. and key internal policies of the Company from time to time.

45. 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.

46. 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.

47. 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.

48. General Disclosures

The Directors further state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events relating to these matters during the financial year under review:

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

• There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme.

• There was no buy-back of equity shares during the year under review.

• There were no voting rights exercised by employees in respect of equity shares for which loans were granted by the Company under Section 67(3)(c) of the Companies Act, 2013.

• There was no suspension of trading in the securities of the Company on account of corporate action or otherwise.

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.

• There was no revision of the Financial Statements or the Boards Report of the Company.

• The Company has not made any onetime settlement for loans taken from the Banks or Financial Institutions, during the year under review.

• The Company, being an NBFC, is governed by the applicable directions and regulations issued by the Reserve Bank of India. The disclosures required under the applicable NBFC regulations form part of this Annual Report.

49. Acknowledgements

Your directors take this opportunity to thank the Companys 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

Your directors take this opportunity to thank the Companys customers, employees, which have been instrumental in the Companys performance during the year.

For and on behalf of the Board of Directors Mantra Capital Limited (formerly known as Savani Financials Limited)
Sd/- Deepa Kishor Tracy Managing Director DIN:00516615	Sd/- Ajay Anantrai Patadia Independent Director DIN:00298226
Place: Mumbai Date: July 17, 2026