Savani Financials Ltd Directors Report

The Members,

Savani Financials Limited.

Your Directors are pleased to present the 40th (Fortieth Annual Report) of Savani Financials Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2024.

1. Results of our operations and state of affairs:

Particulars	(Rupees in Lakhs)
	2023-24	2022-23
Revenue from Operations & Other Income	12.29	11.15
Profit/(Loss) before Depreciation, Finance Cost & Taxation	(192.67)	(7.36)
Less: Finance Cost	7.06	-
Less: Depreciation	0.36	-
Less: Income Tax	(0.07)	-
Profit / (Loss)after Tax	(200.02)	(7.36)
Balance brought forward from previous year	(528.36)	(521.00)
Available for appropriation	(729.39)	(528.36)
Appropriations
Transfer to General Reserve	-	-
Balance carried to Balance Sheet	(729.39)	(528.36)

2. Brief description of the companys working during the Year/ State of companys affair:

During the year under review, the Company has earned operating revenue including other income aggregating to Rs. 12.29 Lakhs as against Rs. 11.15 Lakhs in the previous year. Net loss after tax stood at Rs. 200.02 Lakhs as against net loss of Rs. 7.36 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 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 is no change in nature of business of the Company.

4. Dividend:

In view of accumulated losses, your Directors do not propose any dividend for the financial year ended March 31, 2024.

5. Transfer to Reserves:

The Company does not propose to transfer any amount to the reserves due to loss incurred in financial year ended March 31, 2024.

6. Share capital:

The Issued, Subscribed and Paid-Up Equity share capital of the Company as on March 31, 2024 was Rs. 4,00,00,000 (Rupees four crores only) divided into 40,00,000 (Forty lakhs only) equity shares of Rs. 10/ - (Rupees ten only) each.

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

The Board of Directors at its meeting held on September 01, 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 Board in its meeting held on September 01, 2023 had formed a Right Issue Committee and had vested all the powers pertaining to the execution of Rights Issue of Shares upon them. The Company filed the Draft Letter of Offer on December 15, 2023 on the listing portal of BSE, for which it received the BSE approval on March 15, 2024.

The Rights Issue opened on May 02, 2024 and closed on May 10, 2024. The Company thereafter allotted the partly paid-up shares to the respective allottees based on the basis allotment approved by the BSE on May 18, 2024. The Company received approval for listing of shares on May 24, 2024 and of trading of shares on June 11, 2024.

7. Board of Directors and Key Managerial Personnel:

Composition of Board of Directors:

As on March 31, 2024, your Company had 4 (four) Directors consisting of 3 (Three) Independent Directors and 1 (One) Executive Director as follows-:

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

Ms. Deepa Kishor Tracy is the Managing Director of the Company, who was re-appointed for a period of five years with effect from August 14, 2024.

2. Mr. Suresh Madhav Mhatre (DIN:00002853) - Non-Executive Independent Director

Mr. Suresh Madhav Mhatre is an Independent Director of the Company with effect from May 11, 2012 appointed under the provisions of erstwhile Companies Act, 1956 and under Clause 49 of the listing agreement. He was re-appointed as an Independent Director for a period of 5(five) years with effect from April 01, 2019.

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

Mr. Ajay Anantrai Patadia (DIN-00298226) was appointed as a Non-Executive Independent Director of the Company w.e.f May 29, 2023. Approval of members of the Company was obtained for the same in the AGM for FY 22-23 held on September 27, 2023

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

Mr. Vikrant Ponkshe (DIN: 06985597) was appointed as a Non-Executive Independent Director of the Company w.e.f February 02, 2024. Approval of members of the Company was obtained for the same in the EGM held on March 02, 2024

Changes in the Board of Directors

During the year, there were following changes in the Board of Directors of the Company

1. Mr. Samir Ramakant Mehta (DIN:00398813) has resigned from the post of Independent Director of the Company with effect from May 29, 2023

2. Mr. Manish Jagdish Chaudhari (DIN:00516641) has resigned from the post of Non-Executive Director of the Company with effect from September 26, 2023 and approval of Reserve Bank of India has been received for the same.

3. Mr. Ajay Patadia (DIN-00298226) was appointed as an Additional Director in the category of NonExecutive Independent Director w.e.f May 29, 2023. Approval of members of the Company for the same has been received in the AGM held for FY 22-23 on September 27, 2023.

4. Mr. Manish Chulawala (DIN-01077865) was appointed as an Additional Director in the category of Non-Executive Independent Director w.e.f May 29, 2023. Approval of members of the Company for the same has been received in the AGM held for FY 22-23 on September 27, 2023. He had resigned from the post of Independent Director of the Company with effect from October 12, 2023.

5. Mr. Vikrant Ponkshe (DIN: 06985597) was appointed as an Additional Director in the category of Non-Executive Independent Director w.e.f February 02, 2024. Approval of members of the Company for the same has been received in the EGM held on March 02, 2024

6. Ms. Deepa Kishor Tracy (DIN-00516615) was re-appointed who has attained the age of 70 as a Managing Director of the Company w.e.f August 14, 2024. Approval of members of the Company for the same has been received in the EGM held on March 02, 2024

As on the date of Board Report following changes in the Board of Directors took place:

1. Mr. Suresh Madhav Mhatre (DIN:00002853) ceased to be the Non - Executive Independent Director of the Company w.e.f. April 01, 2024 as his Second term of Non - Executive Independent Director got completed on March 31, 2024.

2. Mrs. Purvi Ramesh Ambani (DIN: 06546129) was appointed as an Additional Director in the category of Non-Executive Non - Independent Director w.e.f April 10, 2024, subject to approval of members of the Company. Approval of Reserve Bank of India has been received for the same.

3. Mr. Jitendra Laxmidas Negandhi (DIN: 00787799) was appointed as an Additional Director in the category of Non-Executive Independent Director w.e.f April 10, 2024, subject to approval of members of the Company.

4. Mr. Ravishankar Ramamoorthy (DIN:01907858) was appointed as an Additional Director in the category of Non-Executive & Independent Director w.e.f April 10, 2024, subject to approval of members of the Company.

Changes in the composition of the Committee

As on the date of Director Report following changes took place in the composition of the committee

Audit Committee:

In the Board Meeting held on April 10, 2024 the reconstitution of the Audit Committee of the Company was changed as below:

Sr. No Name of the Director	Position in the Committee	Designation
1. Mr. Ajay Anantrai Patadia	Chairman	Non - Executive Independent Director
2. Mrs. Deepa Kishor Tracy	Member	Managing Director
3. Mr. Jitendra Laxmidas Negandhi	Member	Non - Executive Independent Director

Nomination and Remuneration Committee:

In the Board Meeting held on April 10, 2024 the constitution of the Nomination and Remuneration Committee of the Company was changed as below:

Sr. No Name of the Director	Position in the Committee	Designation
1. Mr. Ajay Anantrai Patadia	Chairman	Non - Executive Independent Director
2. Mr. Jitendra Laxmidas Negandhi	Member	Non - Executive Independent Director
3. Mr. Vikrant Ponkshe	Member	Non - Executive Independent Director

Stakeholder Relation and Share Transfer Committee:

In the Board Meeting held on April 10, 2024 the constitution of the Stakeholder Relation and Share Transfer Committee of the Company was changed as below:

Sr. No Name of the Director	Position in the Committee	Designation
1. Mr. Ajay Anantrai Patadia	Chairman	Non - Executive Independent Director
2. Mr. Ravishankar Ramamoorthy	Member	Non - Executive Independent Director
3. Mrs. Purvi Ramesh Ambani	Member	Non - Executive Non - Independent Director

Corporate Social Responsibility Committee:

In the Board Meeting held on April 10, 2024 the constitution of the Corporate Social Responsibility Committee of the Company was changed as below:

Sr. No Name of the Director	Position in the Committee	Designation
1. Mrs. Deepa Kishor Tracy	Chairperson	Managing Director
2. Mr. Jitendra Laxmidas	Member	Non - Executive Independent

 

Sr. No Name of the Director	Position in the Committee	Designation
Negandhi		Director
3. Mr. Ravishankar Ramamoorthy	Member	Non - Executive Independent Director

Key Managerial Personnel (KMP)

During the year, Ms. Sejal Bisra resigned from the post of Chief Financial Officer of the Company with effect from May 29, 2023 and Mr. Praful Sheth was appointed as the Chief Financial Officer of the Company with effect from November 06, 2023.

As on March 31, 2024, the following personnel are KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Ms. Deepa Kishor Tracy (Managing Director),

2. Mr. Praful Sheth (Chief Financial Officer) and

3. Mr. Praful Sheth (Company Secretary and Compliance Officer).

Number of meetings of the Board of Directors and Committee meetings:

Board Meetings

Ten meetings of the Board of Directors of the Company were held during the year under consideration. The dates of the said meetings are 01/04/2023, 10/05/2023, 29/05/2023, 03/08/2023, 17/08/2023, 01/09/2023, 06/11/2023, 05/12/2023, 17/01/2024 and 02/02/2024.

The details of composition of the Board and attendance of Directors at the Board Meetings are given below:

Sr. No Name of Directors	Number of meetings attended	Number of meetings held during the tenure of directorship during 2023-24
1. Ms. Deepa Kishor Tracy	10	10
2. Mr. Manish Chaudhari	3	3
3. Mr. Suresh Mhatre	10	10
4. Mr. Samir Mehta	3	3
5. Mr. Ajay Anantrai Patadia	7	7
6. Mr. Manish Chulawala	2	3
7. Mr. Vikrant Ponkshe	0	0

Independent Directors met once during the year on January 17, 2024.

Audit Committee Meetings

Nine Audit Committee meetings were held during the year under consideration. The dates of the said meetings are 10/05/2023, 29/05/2023, 03/08/2023, 17/08/2023, 01/09/2023, 06/11/2023, 05/12/2023, 17/01/2024 and 02/02/2024. The details of composition of the Audit Committee and attendance of the Directors at the Audit Committee meetings are given below:

Sr. No Name of Directors	Number of meetings attended	Number of meetings held during the tenure of directorship during 2023-24
1. Ms. Deepa Kishor Tracy	9	9
2. Mr. Manish Chaudhari	2	2
3. Mr. Suresh Mhatre	9	9
4. Mr. Samir Mehta	2	2
5. Mr. Ajay Anantrai Patadia	7	7
6. Mr. Manish Chulawala	2	3
7. Mr. Vikrant Ponkshe	0	0

Nomination & Remuneration Committee Meetings

Sr. No Name of Directors	Number of meetings attended	Number of meetings held during the tenure of directorship during 2023-24
1. Ms. Deepa Kishor Tracy	5	5
2. Mr. Manish Chaudhari	1	1
3. Mr. Suresh Mhatre	5	5
4. Mr. Samir Mehta	1	1
5. Mr. Ajay Anantrai Patadia	4	4
6. Mr. Manish Chulawala	0	0
7. Mr. Vikrant Ponkshe	0	0

Stakeholder Relation & Share Transfer Committee Meetings

One Stakeholder Relation & Share Transfer Committee meetings were held during the year under consideration. The dates of the said Meetings are 02/02/2024. The details of composition of the Stakeholder Relation & Share Transfer Committee and attendance of the Directors at the Stakeholder Relation & Share Transfer Committee Meetings are given below:

Five Nomination & Remuneration Committee meeting were held during the year under consideration on 29/05/2023, 06/11/2023, 05/12/2023, 17/01/2024 and 02/02/2024. The details of composition of the Nomination & Remuneration Committee and attendance of the Directors at the Nomination & Remuneration Committee meetings are given below:

Sr. No Name of Directors	Number of meetings attended	Number of meetings held during the tenure of directorship during 2023-24
1. Ms. Deepa Kishor Tracy	1	1
2. Mr. Suresh Mhatre	1	1
3. Mr. Samir Mehta	0	0
4. Mr. Ajay Anantrai Patadia	1	1
5. Mr. Manish Chulawala	0	0
6. Mr. Vikrant Ponkshe	0	0

Rights Issue Oversight Committee Meeting

Two Rights Issue Oversight Committee meetings were held during the year under consideration. The dates of the said meetings are 15/12/2023 and 22/03/2024. The details of composition of the Rights

Issue Oversight Committee and attendance of the Directors at the Rights Issue Oversight Committee meetings are given below:

Sr. No Name of Directors / Authorised Person	Number of meetings attended	Number of meetings held during the tenure of directorship during 2023-24
1. Ms. Deepa Kishor Tracy	2	2
2. Mr. Ajay Anantrai Patadia	2	2
3. Mr. Manish Chulawala	0	0
4. Ms. Purvi Ramesh Ambani	2	2

8. Director Retire by Rotation:

In accordance with provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Deepa Kishor Tracy, Managing Director (DIN:00516615), retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered herself for reappointment. Companys policy on directors appointment and remuneration is available on the website of the Company.

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

The Board of Directors at its meeting held on September 01, 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 Board in its meeting held on September 01, 2023 had formed a Right Issue Committee and had vested all the powers pertaining to the execution of Rights Issue of Shares upon them. The Company filed the Draft Letter of Offer on December 15, 2023 on the listing portal of BSE, for which it received the BSE approval on March 15, 2024.

The Rights Issue opened on May 02, 2024 and closed on May 10, 2024. The Company thereafter allotted the partly paid-up shares to the respective allottees based on the basis allotment approved by the BSE on May 18, 2024. The Company received approval for listing of shares on May 24, 2024 and of trading of shares on June 11, 2024.

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

11. Details in respect of 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 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 frauds and errors, the accuracy and completeness of the accounting records and timely preparations, reliable financial information. The Company has appointed A.P. Sanzgiri & Co., Chartered Accountants as Internal Auditors for the financial year 202324. The Internal Auditors monitor and evaluate the effectiveness and adequacy of 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.

12. Details of Subsidiary, Toint Venture or Associate Companies:

The Company does not have any Subsidiary, Joint Venture or an Associate Company. Therefore, Form AOC-1 pursuant to section 129 of Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules,2014 is not applicable to the Company for the Financial Year 2023-2024 and hence does not form part of this report.

13. Deposits:

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 directions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016, as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

14. Auditors:

Statutory Auditor:

In terms of Section 139 of the Act, as amended by the Companies (Amendment) Act, 2017 notified on May 07, 2018, appointment of Auditors need not be ratified at every Annual General Meeting. Accordingly, the notice convening the ensuing Annual General Meeting will not carry any resolution for ratification of appointment of Statutory Auditors.

M/s. SCA and Associates, Chartered Accountants (Reg No.101174W) were appointed as the statutory auditors of the Company by the Members at the Annual General Meeting held on September 12, 2022 to hold office for a period of five years till the conclusion of the 43rd Annual General Meeting to be held in the year 2027. However, due to other pre-occupations and committed schedule and also in order to maintain synergies of audit of the entire group on account of exit of one promoter and consequential change in the board of directors, they tendered their resignation. The Board thereby appointed M/s. Jayantilal Thakkar & Co, as the Statutory Auditors of the Company for a period of five consecutive years from Financial Year 2023-24 to Financial Year 2028-29 and approval of members were received for the same in the Annual General Meeting held on September 27, 2023.

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 May 10, 2023 had appointed Vaibhav Kakkad & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Vaibhav Kakkad & Associates, Practicing Company Secretary is attached as Annexure II to the Directors Report. There are no qualifications or adverse remarks in the Secretarial Audit Report.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, the Company in the Board Meeting held on August 03, 2023 had appointed A.P. Sanzgiri & Co, Chartered Accountants as Internal Auditor of the Company for the financial year ended March 31, 2024.

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.

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

Audit Report:

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

Secretarial Audit Report:

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

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

17. Listing Fees

All the equity shares of the Company i.e., 40,00,000 equity shares are listed on BSE Ltd. platform. The script code of the Company at BSE is 511577 and ISIN of Company is INE304E01010. The Company has paid the Annual Listing Fees for the year 2023-24 to BSE Ltd., where the Companys shares are listed.

18. 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 2023-2024 is available on its website on http://savanifinancials.co.in/

19. 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 and outgo during the year.

20. Corporate Social Responsibility

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

21. Declaration of independence by Independent Directors

The 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 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and SEBI (LODR), Regulations 2015.

22. Meeting of Independent Directors

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 meeting of Independent Directors was held on January 17, 2024. Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole based on certain parameters set by Independent Directors.

23. 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 17, 2024, performance of Non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and NonExecutive directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

24. Details of establishment of vigil mechanism for Directors and employees

In terms of Section 177 of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, Company have established a vigil mechanism for the Directors and employees. The Vigil Mechanism Policy is framed for carrying out investigation, to conduct the enquiry in fair and unbiased manner, to ensure that complete fact-finding exercise has been undertaken and provide a channel to the Directors and employees to report genuine concerns or suspected fraud.

25. Nomination and Remuneration Policy

In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations, the Company has a Board approved Nomination and Remuneration Policy. Companys policy on Remuneration is available on the website of the Company at http://savanifinancials.co.in/

26. Disclosure about Disqualification

None of the Directors of the Company are disqualified u/s 164 (2) of the Companies Act, 2013.

27. Particulars of loans, guarantees or investments under Section 186 of 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.

28. 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 arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Thus, the particulars of Contract or arrangement in Form AOC-2 as required under 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.

29. 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.

30. 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 - I

31. Management Discussion & Analysis

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

32. Business Responsibility and Sustainability Report

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

33. Corporate Governance Report

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

relating to Corporate Governance Report are presently not applicable to the Company as paid-up equity shares capital of the Company does not exceed Rs. 1000.00 Lakhs and net worth of the Company does not exceed Rs. 2500.00 Lakhs as on the last day of the previous financial year i.e. March 31, 2024.

As on March 31, 2024, the paid-up equity shares capital and net worth of the Company are 400.00 lakhs and 10.09 lakhs respectively. Hence, the Company is exempted under Regulation 15(2)(a) of Listing Regulations and consequently it is also exempted from submitting Corporate Governance Report for the year ended March 31, 2024.

34. Annual secretarial compliances pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015

Vide circular LIST/COMP/10/2019-20 dated 9th May 2019, the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Annual Secretarial Compliance does not apply to the Company for the financial year ending March 31, 2024 since the paid up equity shares capital of the Company does not exceed Rs. 1000.00 Lakhs and net worth of the Company does not exceed Rs. 2500.00 Lakhs as on the last day of the previous financial year i.e. March 31, 2024.

As on March 31, 2024, the paid-up equity shares capital and net worth of the Company are 400.00 lakhs and 10.09 lakhs respectively. Hence, the Company is exempted under Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and consequently it is also exempted from submitting Annual Secretarial Compliance Report for the year ended March 31, 2024.

35. Risk Management

The Company has framed a risk management framework to identify, business risk 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 after adequate risk mitigations steps, the business activities are being carried out under the direct supervision of the Board of Directors of the Company to ensure that no foreseeable risk involved in such an activity which may threaten the existence of the Company.

36. Directors responsibility statement

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

i. In preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed.

ii. The Directors have 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 at the end of the financial year and of the loss of the Company for the year.

iii. 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.

iv. The Directors have prepared the annual accounts on accrual basis under the historical cost convention.

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

vi. 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.

37. Code for prevention of Insider Trading

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 companys website at http://savanifinancials.co.in/corporate-policies/

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

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

No of complaints received: Nil No of complaints disposed off: Nil

No cases were reported of any sexual harassment of women at workplace.

39. Compliance with Secretarial Standards

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

40. Credit Rating

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

41. 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 2023-2024

42. Compliance with the code of conduct and ethics

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and 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 to the code for the financial year ended on March 31, 2024

43. Familiarization Policy and Programme for Independent Directors

The Company has a Familiarization Programme which provides orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Companys 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 Companys procedures and practices.

44. Details of application made or any proceeding 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 proceeding are pending under Insolvency and Bankruptcy Code, 2016.

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

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

46. 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.

47. Acknowledgements

Your Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers, business partners, associates, financial institutions and central and state governments for their consistent support and encouragement to the Company. Finally, your Directors would like to convey sincere appreciation to all the employees of the Company for their hard work, commitment and continued support during the year.

ANNEXURE I

DISCLOSURE RELATED TO EMPLOYEE

Particulars Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

1) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 are as under:

Name of Director	Ratio
Ms. Deepa Kishor Tracy	Nil
Mr. Suresh Mhatre	Nil
Mr. Samir Mehta	Nil
Mr. Manish Chaudhari	Nil
Mr. Manish Chulawala	Nil
Mr. Vikrant Ponkshe	Nil
Mr. Ajay Anantrai Patadia	Nil

2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any, in the Financial Year:

Name	Designation	% increase/ decrease
Ms. Deepa Kishor Tracy	Managing Director	Nil
Mr. Suresh Mhatre	Non-Executive Independent Director	Nil
Mr. Samir Mehta	Non-Executive Independent Director	Nil
Mr. Manish Chaudhari	Non-Executive Non-Independent Director	Nil
Mr. Manish Chulawala	Non-Executive Independent Director	Nil
Mr. Vikrant Ponkshe	Non-Executive Independent Director	Nil
Mr. Ajay Anantrai Patadia	Non-Executive Independent Director	Nil
Ms. Sejal Bisra	Chief Financial Officer	Nil
Mr. Praful Sheth	Company Secretary, Compliance Officer and Chief Financial Officer	Nil

3) During the year, the median remuneration of employees increased by (0) %.

4) There were 8 permanent employees on the rolls of Company as on March 31,2024.

5) Average percentile increase made in the salaries of employee than the managerial personnel in the last Financial Year i.e., 2023-24 was 0% whereas the percentile decrease in the managerial remuneration for the same Financial Year was 0%.

6) It is affirmed that the remuneration is as per the remuneration policy of the Company.

The Members,

SAVANI FINANCIALS LIMITED

CIN: L67120MH1983PLC031614

602, Samarth Vaibhav Co-op Hsg Society Ltd.,

Off - Link Road, Lokhandwala Complex,

Andheri (West),

Mumbai - 400053 MAHARASHTRA

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/^s SAVANI FINANCIALS LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31^st March, 2024 ("Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the Financial Year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014; Not Applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable to the Company during the Audit Period;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 -

Not Applicable to the Company during the Audit Period;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable to the Company during the Audit Period.

(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Other laws applicable specifically to the Company namely:

(i) Rules, Regulations, Guidelines and directions issued by the Reserve Bank of India as are applicable to Non-deposit taking Non-Banking Financial Company.

(vii) Based on the representation made by the Company and its officers, the Company has proper system and process in place for compliance under the other applicable Labour Laws and other incidental laws, Acts, Rules, Regulations and Guidelines.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by statutory financial auditor and other designated professionals.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

It is observed that as per Section 203 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, necessitated that every listed company has to mandatorily have a CFO in whole time employment. During the Year under review, the Position of CFO was vacated from May 29, 2023 to November 05, 2023. Mr. Praful Sheth was appointed as a CFO w.e.f. November 06, 2023.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were following specific events / actions having a major bearing on companys affair in pursuance of the above - referred laws, rules, regulations, guidelines, standards, etc;

- The company has passed resolution in Board Meeting for change of name of the company from SAVANI FINANCIALS LIMITED to MANTRA CAPITAL LIMITED or MANTRA FINANCE LIMITED or any other name as approved by the registrar vide Board Meeting dated May 10, 2023.

- The company has shifted its registered office from 91, Mantra House, Marol Co-op Industrial Estate, M. V. Road, Andheri (East) Mumbai 400059 to 602, Samarth Vaibhav Co-op Hsg Society Ltd., Off: Link Road, Lokhandwala Complex, Andheri (W), Mumbai 400 053 w.e.f. August 04, 2023.

- The company has passed resolution for increased its Authorised Share Capital from existing Rs.12,50,00,000 (Rupees Twelve crores Fifty Lakh) divided into 1,00,00,000 (One Crore) Equity Share of Rs.10/- (Rupees Ten Only) each and 25,00,000 (Twenty Five Lakhs) Redeemable Preference Shares of Rs.10/- (Rupees Ten Only) each to 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/- each vide Annual General Meeting held on September 27, 2023.

- The company as adopted new set of Memorandum and Article of Association as per Companies Act, 2013 vide General Meeting dated September 27, 2023.

- The company has passed the resolution in its Board Meeting held on Friday, September 01, 2023 to fund raising by way of an issuance of equity shares of face value of Rs.10/ - each of the Company to its eligible equity shareholders on a rights basis ("Rights issue") for an amount up to Rs.5000 Lakhs, subject to receipt of necessary approvals from regulatory authorities, as applicable.

- Further, company has constituted Rights Issue Oversight Committee and resolution passed by the Rights Issue Oversight Committee in its meeting held on March 22, 2024 that company shall issue of up to 2,80,00,000 partly paid-up Equity Shares of face value of Rs.17.50/- each (including premium of Rs.10/- each) aggregating amount up to Rs.4900/- Lakhs of the Company.